Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall: (i) be registered in the name of the Depositary or the nominee of such Depositary; and (ii) be delivered to the Trustee as custodian for such Depositary. Members of, or participants in, the Depositary (“DTC 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 such Global Security, and the Depositary 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 contained 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 the DTC Participants, 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, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary. (c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities. (e) If at any time: (i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation; (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof). (f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 5 contracts
Samples: Senior Indenture (Cereplast Inc), Senior Indenture (Winner Medical Group Inc), Senior Indenture (Orient Paper Inc.)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such Depositary. Depositary and (iii) bear legends as set forth in Section 2.17.
(a) Members of, or participants in, the Depositary (“DTC 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 such Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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, its successors or their respective nominees. Beneficial Physical Securities shall be issued to all beneficial owners may transfer in exchange for their beneficial interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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, only if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depositary notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depositary is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depositary to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in In connection with any the transfer of a portion of the beneficial interests in a Global Security in its entirety to beneficial owners pursuant to paragraph (e) of this Section 2.082.15(b), 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 shall be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more 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 like tenor authorized denominations.
(d) 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 Holder of any Global Security may grant proxies and amountotherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 4 contracts
Samples: Indenture (WebMD Health Corp.), Indenture (WebMD Health Corp.), Indenture (WebMD Health Corp.)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository, its successors or the nominee of such Depositary; and
their respective nominees, (ii) be delivered to the Trustee as custodian for the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends such DepositaryGlobal Securities are required to bear under Section 2.17. Members of, or participants in, the Depositary Depository (“DTC 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 such the Global Security, and the Depositary 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 SL Security that is a Global Security shall be subject to the rights under Section 9.02 and Section 10.02(c) of the beneficial owners of such SL Security. Notwithstanding the foregoing, nothing contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial owners may transfer their interests in Global In addition, one or more Physical Securities in accordance with the rules and procedures shall be transferred to each owner of the Depositary.
(c) Any a beneficial interest in one of a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depository notifies the Trustee in writing Company that the Depositary Depository is no longer willing unwilling or able unable to continue to act as Depositary depository for the any Global Securities Security, or the Depositary Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and and, in either case, a successor depositary for the Global Securities Depository is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
cessation or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositarybeneficial owner (via the Depository) of the relevant Securities to issue Physical Securities. For the avoidance of doubt, subject to this Section 2.08(e)if any event described in clause (i) of the immediately preceding sentence occurs, the Depositary shall surrender such any owner of a beneficial interest in any Global Security will be entitled to receive one or Global more Physical Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security its beneficial interest or interests in the Global Securities, Physical Securitiesand if any event described in clause (ii) of the immediately preceding sentence occurs, as applicable, in an aggregate principal amount equal only the beneficial owner that has made a written request to the principal amount of such Global Security Registrar (via the Depository) will be entitled to receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the The Company may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, for 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.
(c) 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 restrictions set forth in the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this clause (i).
Appears in 4 contracts
Samples: Investment Agreement (Cornerstone OnDemand Inc), Investment Agreement (Cornerstone OnDemand Inc), Indenture (Cornerstone OnDemand Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary Depository (“DTC 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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.16. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company Company, with a copy to the Trustee, within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 4 contracts
Samples: Indenture (Asap Software Express Inc), Indenture (Buhrmann Nederland B.V.), Indenture (Moore Labels Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
(i) be registered in the name of the Depositary or the nominee of such Depositary; and
(ii) be delivered to the Trustee as custodian for such Depositary. Members of, or participants in, the Depositary (“DTC 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 such Global Security, and the Depositary 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 contained 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 the DTC Participants, 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, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject Subject to this Section 2.08(e2.8(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.082.8, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 4 contracts
Samples: Senior Indenture (Fuelcell Energy Inc), Senior Indenture (Fuelcell Energy Inc), Senior Indenture (Fuelcell Energy Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in EXHIBIT C. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such any Global Security, and the Depositary 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 any Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the DTC Participants, 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.16. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Issuers that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company Issuers within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject Depository to issue Physical Securities.
(c) In connection with the transfer of Global Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.08(e)2.15, the Depositary shall surrender such Global Security or Global Securities shall be deemed to be surrendered to the Trustee for cancellation cancellation, and then the Company Issuers shall execute, and the Trustee shall upon written instructions from the Issuers authenticate and deliver deliver, to each beneficial owner identified by the Depository in exchange for such Global Security or its beneficial interest in the Global Securities, Physical Securities, as applicable, in an equal aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)authorized denominations.
(fd) Notwithstanding the foregoing, Any Physical Security constituting a Restricted Security delivered in connection with any transfer of a portion of the beneficial interests exchange for an interest in a Global Security to beneficial owners pursuant to paragraph (eb) of this Section 2.082.15 shall, except as otherwise provided by Section 2.16, bear the Registrar shall reflect on its books and records the date and a decrease in the principal amount Private Placement Legend.
(e) The Holder of such any Global Security in an amount equal may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or 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 deliver, one or more Physical Securities of like tenor and amountSecurities.
Appears in 3 contracts
Samples: Indenture (Acme Television LLC), Indenture (Acme Intermediate Holdings LLC), Indenture (Acme Intermediate Holdings LLC)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear legends as set forth in Exhibit B hereto. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such any Global Security, and the Depositary 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 contained 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 the DTC Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer not be transferred or exchanged for physical securities, except that physical securities shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Securities if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Security, or that it will cease to be a "Clearing Agency" under the Exchange Act, and in accordance with either case a successor Depository is not appointed by the rules Company within 90 days of such notice or (ii) an Event of Default has occurred and procedures of is continuing and the DepositarySecurity Registrar has received a written request from the Depository to issue physical securities.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a any Global Security may grant proxies and otherwise authorize any Person, including DTC Participants Agent Members and Persons that may hold interests through DTC ParticipantsAgent Members, to take any action that which a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 3 contracts
Samples: Indenture (Group Maintenance America Corp), Indenture (Group Maintenance America Corp), Indenture (Miller Mechanical Contractors Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository, its successors or the nominee of such Depositary; and
their respective nominees, (ii) be delivered to the Trustee as custodian for the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends such DepositaryGlobal Securities are required to bear under Section 2.17. Members of, or participants in, the Depositary Depository (“DTC "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 such the Global Security, and the Depositary 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 Purchaser Global Security shall be subject to the rights under Section 9.02 and Section 10.02(a)(v) of the beneficial owners of such Purchaser Global Security. Notwithstanding the foregoing, nothing contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial owners may transfer their interests in Global In addition, one or more Physical Securities in accordance with the rules and procedures shall be transferred to each owner of the Depositary.
(c) Any a beneficial interest in one of a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depository notifies the Trustee in writing Company that the Depositary Depository is no longer willing unwilling or able unable to continue to act as Depositary depository for the any Global Securities Security, or the Depositary Depository ceases to be a “"clearing agency” " registered under Section 17A of the Exchange Act, and and, in either case, a successor depositary for the Global Securities Depository is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
cessation or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositarybeneficial owner (via the Depository) of the relevant Securities to issue Physical Securities. For the avoidance of doubt, subject to this Section 2.08(e)if any event described in clause (i) of the immediately preceding sentence occurs, the Depositary shall surrender such any owner of a beneficial interest in any Global Security will be entitled to receive one or Global more Physical Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security its beneficial interest or interests in the Global Securities, Physical Securitiesand if any event described in clause (ii) of the immediately preceding sentence occurs, as applicable, in an aggregate principal amount equal only the beneficial owner that has made a written request to the principal amount of such Global Security Registrar (via the Depository) will be entitled to receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the The Company may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, for 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.
(c) 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:
Appears in 3 contracts
Samples: Investment Agreement (Nu Skin Enterprises Inc), Indenture (Nu Skin Enterprises Inc), Investment Agreement (Nu Skin Enterprises Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities Security initially shall:
shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear legends as set forth in Section 202. Members of, or participants in, the Depositary (“DTC Participants”"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 such any Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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, its successors or their respective nomineesnominees and, in part, in the circumstances described in paragraph (d) hereof. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global Securities be transferred in accordance with the applicable rules and procedures of the Depositary.
Depositary and the provisions of Section 307. Beneficial owners may obtain Physical Securities (cwhich shall bear the Private Placement Legend if required by Section 202) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies upon request in accordance with the Depositary's and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If Security Registrar's procedures at any time:
. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Security if (i) the Company Depositary notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary for the Global Securities Security or the Depositary ceases to be a “clearing agency” "Clearing Agency" registered under the Exchange Act, Act and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver Holders of more than 25% in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities at the time outstanding represented by such the Global Security or Securities (or any nominee thereof)advise the Trustee through the Depositary in writing that the continuation of a book-entry system through the Depositary with respect to the Global Securities is no longer required.
(fc) Notwithstanding the foregoing, in In connection with any transfer pursuant to paragraph (b) of this Section of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (e) owners, upon receipt of this Section 2.08written instructions from the Depositary, the Security Registrar shall 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 at maturity of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount.
(d) In connection with the transfer of the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, the Global Security 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 Depositary in exchange for its beneficial interest in the Global Security an equal aggregate principal amount at maturity of Physical Securities of authorized denominations.
(e) Any Physical Security delivered in exchange for an interest in the Global Security pursuant to paragraph (b) or (c) of this Section shall, except as otherwise provided by paragraph (a)(i)(x) or paragraph (e) of Section 307, bear the legend regarding transfer restrictions applicable to the Physical Security set forth in Section 202.
(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.
(g) In connection with the execution, authentication and delivery of Physical Securities in exchange for beneficial interests in a Global Security pursuant to Section 306(b), the Security Registrar shall reflect on its books and records a decrease in the principal amount at maturity of the relevant Global Security equal to the principal amount at maturity of such Physical Securities and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Securities having an equal aggregate principal amount at maturity.
Appears in 3 contracts
Samples: Indenture (Entertainment Inc), Indenture (Entertainment Inc), Indenture (Entertainment Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
(i) be registered in the name of the Depositary or the nominee of such Depositary; and
(ii) be delivered to the Trustee as custodian for such Depositary. Members of, or participants in, the Depositary (“DTC 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 such Global Security, and the Depositary 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 contained 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 the DTC Participants, 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, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e2.8(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.082.8, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 3 contracts
Samples: Subordinated Indenture (Fuelcell Energy Inc), Subordinated Indenture (Fuelcell Energy Inc), Subordinated Indenture (Fuelcell Energy Inc)
Book-Entry Provisions for Global Securities. (a) The Each Global Securities initially shall:
(i) Security authenticated under the Indenture shall be registered in the name of the Depositary Depository designated for such Global Security or a nominee thereof and delivered to such Depository or nominee thereof or custodian therefor. Each such Global Security shall constitute a single Security for all purposes of the Indenture.
(b) Subject to Section 2.7 of the Base Indenture, any exchange of a Global Security for other Notes may be made in whole or in part, and all Notes issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depository for such Global Security shall direct in writing to the Trustee.
(c) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Note is registered in the name of a Person other than the Depository for such Global Security or a nominee thereof.
(d) Subject to the provisions of (e) below, the registered Holder 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 the Indenture or the nominee of such Depositary; andNotes.
(iie) be delivered to the Trustee as custodian for such Depositary. Members Neither any members of, or participants in, the Depositary Depository (collectively, the “DTC ParticipantsAgent Members”) nor any other Persons on whose behalf Agent Members may act shall have no any rights under this the Indenture with respect to any Global Security held on their behalf by registered in the Depositary, name of the Depository or the Trustee as its custodianany nominee thereof, or under any such Global Security, and the Depositary Depository or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, Company or 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 such nominee, as the case may be, or impair, as between the Depositary Depository, its Agent Members and the DTC Participantsany other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any SecurityNote.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 3 contracts
Samples: Third Supplemental Indenture (Citrix Systems Inc), Second Supplemental Indenture (Citrix Systems Inc), First Supplemental Indenture (Citrix Systems Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depositary Depository (“DTC 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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.16. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (eb) of this Section 2.082.15, the Registrar Global Securities shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor authorized denominations.
(d) 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 Holder of any Global Security may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 2 contracts
Book-Entry Provisions for Global Securities. (a) Except as indicated below in this Section 2.15, the Notes shall be represented only by Global Securities. The Global Securities initially shall:
shall be deposited with a Depositary for such Notes (i) and shall be registered in the name of the such Depositary or its nominee). The Depositary for the nominee Dollar Notes shall be DTC unless the Company appoints a successor Depositary by delivery of such Depositary; and
(ii) be delivered a Company Order to the Trustee as custodian for specifying such successor Depositary. Members ofThe Depositary for the Euro Notes shall be The Bank of New York, or participants inLondon Branch unless, with the approval of Euroclear, the Company appoints a successor Depositary (“DTC Participants”which shall be a Common Depositary of Euroclear) shall have no rights under this Indenture with respect by delivery of a Company Order to any the Trustee specifying such successor Depositary. All payments on a Dollar Denominated Global Security held will be made to DTC or its nominee, as the case may be, as the registered owner and Holder of such Dollar Denominated Global Security. All payments on a Euro Denominated Global Security will be made to the order of the Common Depositary or its nominee, as the case may be, as the registered holder of such Euro Denominated Global Security. In each case, the Company will be fully discharged by payment to or to the order of such Depositary from any responsibility or liability in respect of each amount so paid. Upon receipt of any such payment in respect of a Dollar Denominated Global Security, DTC will credit Participants' accounts with payments in amounts proportionate to their behalf by respective beneficial interests in the Depositary, or principal amount of such Dollar Denominated Global Security as shown on the Trustee as its custodian, or under such records of DTC. The Common Depositary will instruct the Euro Paying Agent to make payments in respect of the Euro Notes to Euroclear in amounts proportionate to their respective beneficial interests in the principal amount of each Euro Denominated Global Security, and Euroclear will credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the Depositary may 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 Euroclear. Unless and until it is exchanged in whole or in part for all purposes whatsoever. Notwithstanding Physical Notes, a Global Security may not be transferred except as a whole by the foregoing, nothing contained 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 case may be, but only under the DTC Participantscircumstances described in this Section 2.15, the operation 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, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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, for Physical Notes if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) in the case of a Dollar Denominated Global Security, DTC notifies the Company notifies the Trustee in writing that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary for the such Dollar Denominated Global Securities Security, or the Depositary DTC ceases to be a “clearing agency” "Clearing Agency" registered under the United States Securities Exchange ActAct of 1934, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
120 days, (ii) in the Companycase of a Euro Denominated Global Security, at its optionEuroclear and Clearstream notify the Company that they are unwilling or unable to continue as clearing agencies for such Euro Denominated Global Security, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) in the case of a Euro Denominated Global Security, the Common Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Euro Denominated Global Security, and a successor Common Depositary is not appointed by the Company within one hundred twenty (120) days or (iv) in the case of any Global Security, an Event of Default has occurred and is continuing with respect thereto and the Registrar has received owner of a request from beneficial interest therein requests such exchange or transfer. Upon the Depositaryoccurrence of any of the events described in the preceding sentence, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and cause the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, appropriate Physical Securities, as applicable, in an aggregate principal amount equal Notes to be delivered to the principal amount owners of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a the Global Security to Securities or the Participants in DTC or Euroclear through which such owners hold their beneficial owners pursuant to paragraph (e) of this Section 2.08, the Registrar interest. Physical Notes shall reflect on its books and records the date and a decrease be exchangeable or transferable for interests 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 deliver, one or more other Physical Securities of like tenor and amountNotes as described herein.
Appears in 2 contracts
Samples: Indenture (Huntsman Texas Holdings LLC), Indenture (Huntsman Texas Holdings LLC)
Book-Entry Provisions for Global Securities. (a) The Each Global Securities initially shall:
Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the Depositary (“DTC ParticipantsAgent 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 custodianNote Custodian, or under such Global SecurityNote, and the Depositary 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 contained herein shall prevent the Company, the Trustee or any Agent or other 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 the DTC Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The Trustee shall have no responsibility or obligation to any Holder that is a member of (or a Participant in) DTC or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any Securitymember or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee may rely (and shall be fully protected in relying) upon information furnished by DTC with respect to its members, participants and any beneficial owners in the Notes.
(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, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Note may transfer their interests in Global Securities be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is . In addition, Certificated Notes shall be transferred to a person who takes delivery all beneficial owners (or the requesting beneficial owners, in the form case of an interest clause (ii)) in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
only if (i) the Company Depositary notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary for the Global Securities Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Act and a successor depositary for the Global Securities is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
notice, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; 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 the Depositary, any beneficial owner of an interest in any Global Note (subject to this the third paragraph of Section 2.08(e2.6(a)) to issue such Certificated Notes or (iii) the Company, the Depositary shall surrender such Global Security or Global Securities to in its sole discretion, notifies the Trustee for cancellation and then that it elects to cause the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount issuance of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)Certificated Notes.
(fc) Notwithstanding the foregoing, in In connection with any the transfer of a portion of the beneficial interests in a entire Global Security Note to beneficial owners pursuant to paragraph clause (eb) of this Section 2.08Section, 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 Note shall be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliverdeliver to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations.
(d) The registered Holder of a Global Note may grant proxies and otherwise authorize any person, one including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or more Physical Securities the Notes.
(e) Each Global Note shall bear the 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 and cancelled by the Trustee 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 like tenor Notes represented by such Global Note shall be reduced accordingly and amountan 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.
Appears in 2 contracts
Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)
Book-Entry Provisions for Global Securities. (a) The Each Global Securities Security initially shall:
shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear legends as set forth in Section 204 of the Base Indenture. Members of, or participants in, the Depositary (“DTC Participants”"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 such Global Security, and the Depositary may be treated by the Company, the Note Guarantors, the Trustee and any agent of the Company Company, the Note Guarantors or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, the Note Guarantors, the Trustee or any agent of the Company Company, the Note 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 the DTC Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder beneficial owner of any Security. 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 Global Securities.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nomineesNominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global Securities be transferred or exchanged for physical Notes in accordance with the applicable rules and procedures of the DepositaryDepositary and the provisions of Sections 305 of the Base Indenture.
(c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners for physical Notes pursuant to paragraph (b), the Security Registrar shall record on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the beneficial interest in the Global Security being transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more physical Notes of like tenor and principal amount of authorized denominations.
(d) In connection with a transfer of an entire Global Security to beneficial owners pursuant to paragraph (b), the applicable Global Security 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 Depositary in exchange for its beneficial interest in the applicable Global Security, an equal aggregate principal amount at maturity of physical Notes of authorized denominations.
(e) Any beneficial interest in one of the Global Securities that is transferred to a person Person who takes delivery in the form of an interest in another the other Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 2 contracts
Samples: First Supplemental Indenture (Beckman Coulter Inc), First Supplemental Indenture (Beckman Coulter Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear legends as set forth in Section 206 and, in the case of Restricted Securities in the form of Global Securities, Section 205. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Rule 144A Global Security may transfer their be transferred or exchanged for interests in a Regulation S Global Security, and interests of beneficial owners in a Regulation S Global Security may be transferred or exchanged for interests in a Rule 144A Global Security, in each case in accordance with the rules and procedures of the Depository and the provisions of Section 314. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 314. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary a depository for such Global Security or if at any time the Global Securities or the Depositary Depository ceases to be a “clearing agency” agency registered under the Exchange Act, and a successor depositary for the Global Securities depository is not appointed by the Company within 90 days of such notice or cessation;
days, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject with respect to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or (iii) the Company at any time determines not to have Securities (represented by a Global Security. Except as provided above, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any nominee thereof)Global Security, whether pursuant to this Section 313, Section 304, 305, 306 or 906 or otherwise, shall also be a Global Security and bear the legend specified in Section 206.
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 deliver, one or more Physical Securities of like tenor and amountprincipal amount of authorized denominations.
(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 exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor of authorized denominations.
(e) Any Physical Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) or (c) of this Section 313 shall, except as otherwise provided by clause (1)(x) of paragraph (a) and by paragraph (d) of Section 314, bear the legend set forth in Section 205.
(f) The Holder of 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.
Appears in 2 contracts
Samples: Indenture (CSC Holdings Inc), Indenture (CSC Holdings Inc)
Book-Entry Provisions for Global Securities. (a) The If Securities of or within a series are issuable in whole or in part in global form (such Securities in global form, “Global Securities Securities”, and each such Security in global form, a “Global Security”), then each Global Security of such series initially shall:
(i) be registered in the name of the Depositary or the nominee of such the Depositary; and;
(ii) be delivered to the Trustee Security Custodian;
(iii) bear the appropriate legend as custodian for such Depositaryset forth in Section 2.08. Members Any Global Security may be represented by more than one certificate. The aggregate Principal Amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Security Custodian and the Depositary or its nominee as provided in this Indenture.
(b) Except as provided below, members of, or participants in, the Depositary (“DTC ParticipantsAgent 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 custodianSecurity Custodian, or under such any Global Security, and the Depositary may be treated by the Company, the Trustee Trustee, the Security Custodian, the Paying Agent, the Registrar 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 contained herein shall prevent the Company, the Trustee Trustee, the Security Custodian, the Paying Agent, the Registrar 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 or impair, as between the Depositary and the DTC Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Security. 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 that a Holder is entitled to take under this Indenture or the Securities.
(c) None of the Trustee, the Paying Agent or the 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 Holders and all payments to be made to Holders 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). Except to the extent otherwise set forth in this Section 2.07, the rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to its applicable procedures. Except to the extent otherwise set forth in this Section 2.07, the Trustee, the Paying Agent and the 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 Registrar shall have any responsibility or liability for any acts or 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.
(bd) Except as provided below, owners of beneficial interests in Global Securities will not be entitled to receive Certificated Securities.
(i) 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.
(ii) Certificated Securities shall be issued to all owners of beneficial interests in a Global Security in exchange for such interests if (1) the applicable Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary is not appointed within 90 days, (2) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor Depositary is not appointed within 90 days, or (3) an Event of Default occurs with respect to a series of Securities and the Holders of Securities request Certificated Securities.
(e) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (c) of this Section 2.07, 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 Certificated Securities of like tenor and amount. In connection with the exchange of an entire Global Security for Certificated Securities pursuant to paragraph (c) of this Section 2.07, 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 aggregate Principal Amount of Certificated Securities of such series of like tenor and terms and in authorized denominations.
(f) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the DepositaryDepositary for such series, its successors or their respective nominees. Beneficial 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 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, Certificated Securities shall be issued to all owners may transfer their of beneficial interests in a Global Securities Security in exchange for such interests as provided in subsection (c) above.
(g) Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary.
(c) . Any beneficial interest in one of the a Global Securities Security that is transferred to a person who takes delivery in the form of an interest in another Global Security will, upon transfer, cease to be an interest in the first such Global Security and become an interest in the second 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.
(dh) The registered In the event that Certificated Securities are not issued to each Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee beneficial interest in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and promptly after the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount Holder of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners issue such Certificated Securities in accordance with Section 2.07(c), the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to paragraph (e) of this Section 2.086.06 or Section 6.07 hereof, the Registrar shall reflect on its books and records right of any beneficial Holder of Securities to pursue such remedy with respect to the date and a decrease in portion of the principal amount of such Global Security in an amount equal to the principal amount of the that represents such beneficial interest in Holder’s Securities as if such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Certificated Securities of like tenor and amounthad been issued.
Appears in 2 contracts
Samples: Indenture (Southwestern Energy Co), Indenture (A.W. Realty Company, LLC)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear legends as set forth in Section 206 and, in the case of Restricted Securities in the form of Global Securities, Section 205. Members of, or participants in, the Depositary Depository (“DTC ParticipantsAgent 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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Rule 144A Global Security may transfer their be transferred or exchanged for interests in a Regulation S Global Security, and interests of beneficial owners in a Regulation S Global Security may be transferred or exchanged for interests in a Rule 144A Global Security, in each case in accordance with the rules and procedures of the Depository and the provisions of Section 314. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 314. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
if (i) the Company Depository (x) notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary a depository for such Global Security or (y) if at any time the Global Securities or the Depositary Depository ceases to be a “clearing agency” agency registered under the Exchange ActAct and, and in either case, a successor depositary for the Global Securities depository is not appointed by the Company within 90 days of such notice or cessation;
days, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject with respect to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security and the Trustee has received a written request from the Depository or (iii) the Company at any time notifies the Trustee, in writing, that it elects not to have Securities (represented by a Global Security. Except as provided above, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any nominee thereof)Global Security, whether pursuant to this Section 313, Section 304, 305, 306 or 906 or otherwise, shall also be a Global Security and bear the legend specified in Section 206.
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 deliver, one or more Physical Securities of like tenor and amountprincipal amount of authorized denominations.
(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 exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor of authorized denominations.
(e) Any Physical Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) or (c) of this Section 313 shall, except as otherwise provided by clause (i)(x) of paragraph (a) and by paragraph (e) of Section 314, bear the legend set forth in Section 205.
(f) The Holder of 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 that a Holder is entitled to take under this Indenture or the Securities.
Appears in 2 contracts
Samples: Indenture (AMC Networks Inc.), Indenture (Cablevision Systems Corp /Ny)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depositary, its successors or the nominee of such Depositary; and
their respective nominees, (ii) be delivered to the Trustee as custodian for the Depositary, its successors or their respective nominees, as the case may be, and (iii) bear the legends such DepositaryGlobal Securities are required to bear under Section 2.17. Members of, or participants in, the Depositary (“DTC 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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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, its successors or their respective nominees. Beneficial owners may transfer their interests in Global In addition, one or more Physical Securities in accordance with the rules and procedures shall be transferred to each owner of the Depositary.
(c) Any a beneficial interest in one of a Global Security, as identified by the Depositary, in exchange for its beneficial interest in the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depositary notifies the Trustee in writing Company that the Depositary is no longer willing unwilling or able unable to continue to act as Depositary depositary for the any Global Securities Security, or the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and and, in either case, a successor depositary for the Global Securities Depositary is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
cessation or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositarybeneficial owner of the relevant Securities to issue Physical Securities. For the avoidance of doubt, subject to this Section 2.08(e)if any event described in clause (i) of the immediately preceding sentence occurs, the Depositary shall surrender such any owner of a beneficial interest in any Global Security will be entitled to receive one or Global more Physical Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security its beneficial interest or interests in the Global Securities, Physical Securitiesand if any event described in clause (ii) of the immediately preceding sentence occurs, as applicable, in an aggregate principal amount equal only the beneficial owner that has made a written request to the principal amount of such Global Security Registrar will be entitled to receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the The Company may also exchange beneficial interests in a Global Security for one or more Physical Securities registered in the name of the owner of beneficial interests if the Company and the owner of such beneficial interests agree to so exchange.
(c) In connection with the transfer of a Global Security in its entirety to beneficial owners pursuant to paragraph (e) of this Section 2.082.15(b), 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 shall be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more 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 like tenor and amountauthorized denominations.
(d) 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,
Appears in 2 contracts
Samples: Indenture (Avago Technologies LTD), Indenture (Avago Technologies LTD)
Book-Entry Provisions for Global Securities. (a) The Each Global Securities initially shall:
Security shall be (i) be registered in the name of the Depositary DTC or the nominee of such Depositary; and
its nominee, (ii) be delivered to the Trustee as custodian for such DepositaryDTC and (iii) bear the legend set forth in Exhibit A-2 hereto. Members of, or participants in, the Depositary DTC (“DTC Participants”"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 such Global Security, and the Depositary 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 contained 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 or other authorization furnished by the Depositary DTC or shall impair, as between the Depositary DTC and the DTC Participantsits 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 DepositaryDTC, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of DTC and the Depositary.
(c) Any beneficial interest in one provisions of the Global Section 2.06 hereof. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies if, and otherwise authorize any Persononly if, including either (1) DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) notifies the Company notifies the Trustee in writing that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
notice, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii2) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC to issue Physical Securities in lieu of all or a portion of the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then (in which case the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount Securities within 30 days of such Global Security request) or Global Securities. Such Physical Securities shall be registered in such names as (3) the Depositary shall identify in writing as the beneficial owners, or participant nominees, of Company determines not to have the Securities represented by such the Global Security or Securities (or any nominee and notifies DTC and the Registrar thereof).
(f) Notwithstanding the foregoing, in . In connection with any the transfer of a portion of the beneficial interests in a an entire Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08Section, 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 shall be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon request of the Company authenticate and deliver, one or more to each beneficial owner identified by DTC, in exchange for its beneficial interest in the Global Security, an equal aggregate principal amount of Physical Securities of like tenor authorized denominations. The Holders of a Global Security may grant proxies or otherwise authorize any Persons, including Agent Members and amountPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 2 contracts
Samples: Indenture (Plains Resources Inc), Indenture (Plains Resources Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear legends as set forth in Exhibit C hereto. Members of, or participants in, the Depositary Depository (“DTC "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 such Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a Holder beneficial owner of any Security.
(c) In connection with the transfer of Global Securities as an entirety to beneficial owners pursuant to paragraph (b) Transfers of a this Section 2.15, the Global Security Securities shall be limited deemed to transfers of such Global Security in wholebe surrendered to the Trustee for cancellation, but not in partand the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and make available for delivery, to each beneficial owner identified by the Depositary, Depository in exchange for its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities, an equal aggregate principal amount of Physical Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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 interestauthorized denominations.
(d) 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 of a any Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that which a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 2 contracts
Samples: Indenture (Global Telesystems Group Inc), Indenture (Hermes Europe Railtel B V)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository, its successors or the nominee of such Depositary; and
their respective nominees, (ii) be delivered to the Trustee as custodian for the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends that such DepositaryGlobal Securities are required to bear under Section 2.17. Members of, or participants in, the Depositary Depository (“DTC 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 such the Global Security, and the Depositary Depository (or its nominee) may be treated by the Company, the Trustee Trustee, a Securities Agent 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 Orogen Global Security shall be subject to the rights under Section 9.02 and Section 13.01 of the beneficial owners of such Orogen Global Security. Notwithstanding the foregoing, nothing contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial owners may transfer their interests in Global In addition, one or more Physical Securities in accordance with the rules and procedures shall be transferred to each owner of the Depositary.
(c) Any a beneficial interest in one of a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depository notifies the Trustee in writing Company that the Depositary Depository is no longer willing unwilling or able unable to continue to act as Depositary depository for the any Global Securities Security, or the Depositary Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and and, in either case, a successor depositary for the Global Securities Depository is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
cessation or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositarybeneficial owner (via the Depository) of the relevant Securities to issue Physical Securities. For the avoidance of doubt, subject to this Section 2.08(e)if any event described in clause (i) of the immediately preceding sentence occurs, the Depositary shall surrender such any owner of a beneficial interest in any Global Security will be entitled to receive one or Global more Physical Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security its beneficial interest or interests in the Global Securities, Physical Securitiesand if any event described in clause (ii) of the immediately preceding sentence occurs, as applicable, in an aggregate principal amount equal only the beneficial owner that has made a written request to the principal amount of such Global Security Registrar (via the Depository) will be entitled to receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the The Company may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, for 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.
(c) 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 restrictions set forth in the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Unrestricted Global Security (or an Unrestricted Global Security with the same CUSIP number). No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this clause (i).
Appears in 2 contracts
Samples: Investment Agreement (ExlService Holdings, Inc.), Indenture (ExlService Holdings, Inc.)
Book-Entry Provisions for Global Securities. (aA) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary for the Securities or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear legends as required by this Supplemental Indenture. Members of, or participants in, the Depositary for the Securities (“DTC Participants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the such Depositary, or the Trustee as its custodian, or under such the Global Security, and the such Depositary 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 contained 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 such Depositary or impair, as between the such Depositary and the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepositary for the Securities, its successors or their respective nominees. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, the ninth (9th) paragraph of Section 3.05 of the Base Indenture shall not apply to the Securities. Beneficial owners interests in a Global Security, as identified by such Depositary and the Participants, may transfer be exchanged for Physical Securities, in registered form, in exchange for their beneficial interests in Global Securities in accordance with only if (i) such Depositary notifies the rules Company that such Depositary is unwilling or unable to continue as depositary for such Global Security and procedures a successor Depositary is not appointed by the Company within ninety (90) days after receiving such notice; (ii) such Depositary ceases to be a “clearing agency” registered under Section 17A of the DepositaryExchange Act and a successor Depositary is not appointed by the Company within ninety (90) days after becoming aware that the Depositary has so ceased to be a “clearing agency” registered under Section 17A of the Exchange Act; (iii) the Company, in its sole discretion, determines that such Global Security shall be exchangeable for Physical Securities, in registered form, and the Company notifies the Trustee of the same; or (iv) an Event of Default with respect to the Securities represented by such Global Security shall have occurred and be continuing. This Section 2.09(B) shall replace the ninth (9th) and tenth (10th) paragraphs of Section 3.05 of the Base Indenture for purposes of the Securities.
(cC) Any beneficial interest in one In connection with the transfer of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security willin its entirety to beneficial owners pursuant to Section 2.09(B), upon transfer, cease such Global Security shall be deemed to be an surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner, identified by the Depositary or the Participants, of such Global Security, in exchange for its beneficial interest in such Global Security and become Security, 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 interestequal aggregate principal amount of Physical Securities of authorized denominations.
(dD) The registered Holder of a any Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that which a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 2 contracts
Samples: First Supplemental Indenture (Jefferies Group Capital Finance Inc.), First Supplemental Indenture (Jefferies Group Inc /De/)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary or the nominee of such Depositary; and
Depositary and (ii) be delivered to the Trustee as custodian for such the Depositary. .
(b) Members of, or participants in, the Depositary (“DTC ParticipantsAgent 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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests be transferred or exchanged, in Global whole or in part, for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any Depositary and the provisions of Section 3.09. In addition, Physical Securities shall be transferred to all beneficial interest owners in one of exchange for their beneficial interests in the Global Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) is transferred unwilling or unable to a person who takes delivery in the form of an interest in another continue as Depositary for such Global Security will, upon transfer, cease 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, in either such case, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an interest in Event of Default with respect to 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in 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 (eb) of this Section 2.083.08, 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 authenticate, upon receipt of a Company Order, and deliver, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of the entire Global Security to beneficial owners pursuant to clause (b) of this Section 3.08, the 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, authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global Security, an equal aggregate Principal Amount of Physical Securities of authorized denominations and the same tenor.
(f) The Holder of the Global 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.
(g) The Trustee shall have no responsibility or obligation to any 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 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 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 Depositary with respect to its members, participants and any beneficial owners.
Appears in 2 contracts
Samples: Indenture (Guardian II Acquisition CORP), Indenture (Oscient Pharmaceuticals Corp)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security transfer in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.15. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 delivermake 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 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 Holder of 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.
Appears in 2 contracts
Samples: Indenture (Samsonite Holdings Inc), Indenture (Samsonite Corp/Fl)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository, its successors or the nominee of such Depositary; and
their respective nominees, (ii) be delivered to the Trustee as custodian for the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends such DepositaryGlobal Securities are required to bear under Section 2.17. Members of, or participants in, the Depositary Depository (“DTC 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 such the Global Security, and the Depositary 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, Section 10.02(c) and Section 13.01 of the beneficial owners of such SLP Global Security. Notwithstanding the foregoing, nothing contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial owners may transfer their interests in Global In addition, one or more Physical Securities in accordance with the rules and procedures shall be transferred to each owner of the Depositary.
(c) Any a beneficial interest in one of a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depository notifies the Trustee in writing Company that the Depositary Depository is no longer willing unwilling or able unable to continue to act as Depositary depository for the any Global Securities Security, or the Depositary Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and and, in either case, a successor depositary for the Global Securities Depository is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
cessation or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositarybeneficial owner (via the Depository) of the relevant Securities to issue Physical Securities. For the avoidance of doubt, subject to this Section 2.08(e)if any event described in clause (i) of the immediately preceding sentence occurs, the Depositary shall surrender such any owner of a beneficial interest in any Global Security will be entitled to receive one or Global more Physical Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security its beneficial interest or interests in the Global Securities, Physical Securitiesand if any event described in clause (ii) of the immediately preceding sentence occurs, as applicable, in an aggregate principal amount equal only the beneficial owner that has made a written request to the principal amount of such Global Security Registrar (via the Depository) will be entitled to receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the The Company may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, for 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.
(c) 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 restrictions set forth in the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this clause (i).
Appears in 2 contracts
Samples: Indenture (Symantec Corp), Investment Agreement (Symantec Corp)
Book-Entry Provisions for Global Securities. (a) The Each Global Securities initially shall:
Security shall (i) be registered in the name of the Depositary Depository for such Global Security or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear the legend set forth in Exhibit A hereto. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such Global Security, and the Depositary Depository may be treated by the Company, the Subsidiary Guarantors, if any, the Trustee and any agent of the Company Company, the Subsidiary Guarantors, if any, or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, the Subsidiary Guarantors, if any, the Trustee or any agent of the Company Company, the Subsidiary Guarantors, if any, or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or shall impair, as between the Depositary Depository and the DTC Participantsits 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
Depository and the provisions of Section 3.5 hereof. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if, and only if, either (c1) Any the Depository notifies the Company that it is unwilling or unable to continue as depositary for the Global Security and a successor depositary is not appointed by the Company within 90 days of such notice, or (2) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depository to issue Physical Securities in lieu of all or a portion of the Global Security (in which case the Company shall deliver Physical Securities within 30 days of such request). In connection with the transfer of an entire Global Security to beneficial owners pursuant to this Section, the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon Company Order authenticate and deliver, to each beneficial owner identified by the Depository, in exchange for its beneficial interest in one the Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations. The Holder of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants Agent Members and Persons that may hold interests through DTC ParticipantsAgent Members, to take any action that which a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 2 contracts
Samples: Indenture (Nuevo Energy Co), Indenture (Nuevo Energy Co)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depositary Depository (“DTC "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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.16; provided, however, that Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company notifies the Trustee in writing that the Depositary Depository is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company within 90 days of such notice or cessation;
notice, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Physical Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue 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 under the Securities Act as applicable, stated in an aggregate principal amount equal to the principal amount Opinion of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)Counsel.
(fc) Notwithstanding the foregoing, in 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 (eb) of this Section 2.082.15, the Registrar Global Securities shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor authorized denominations.
(d) 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 Holder of any Global Security may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 2 contracts
Samples: Indenture (Gentek Inc), Indenture (General Chemical Group Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
(i) be registered in the name of the Depositary or the nominee of such Depositary; and
(ii) be delivered to the Trustee as custodian for such Depositary. Members of, or participants in, the Depositary (““ DTC ParticipantsParticipants ”) 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 such Global Security, and the Depositary 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 contained 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 the DTC Participants, 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, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 2 contracts
Samples: Subordinated Indenture (Precipio, Inc.), Subordinated Indenture (Cereplast Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depositary Depository (“DTC "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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.16. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (eb) of this Section 2.082.15, the Registrar Global Securities shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor authorized denominations.
(d) 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 Holder of any Global Security may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 2 contracts
Samples: Indenture (Tenneco Automotive Inc), Indenture (Vs Holdings Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depositary Depository (“DTC "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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.16; provided, however, that Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (eb) of this Section 2.082.15, the Registrar Global Securities shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor authorized denominations.
(d) 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 Holder of any Global Security may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Samples: Indenture (Airxcel Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depositary Depository (“DTC Participants”) and any other owners of beneficial interests in a Global Security 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 such Global Security, and the Depositary 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. The Company, the Trustee and the Securities Registrar shall be entitled to deal with any depositary, and any nominee thereof, that is the Holder of any such Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and Liquidated Damages, 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 Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of any such 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 such depositary and any participant in such depositary or between or among any such depositary, any such participant 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, nothing contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.16. In addition, Physical Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security will, upon transfer, cease to shall 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 beneficial owners in exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities depository is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject Depository to this Section 2.08(e), issue Physical Securities. In connection with the Depositary shall surrender such Global Security or transfer of Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security entirety to beneficial owners pursuant to paragraph (eb) of this Section 2.082.15, the Registrar Global Securities shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor authorized denominations. 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. The Holder of any Global Security may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder of Securities is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Samples: Indenture (Independent Gasoline & Oil Co of Rochester)
Book-Entry Provisions for Global Securities. (a) Securities, including without limitation the Initial Securities, offered and sold to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) (a “Qualified Institutional Buyer” or “QIB”) in reliance on Rule 144A under the Securities Act (“Rule 144A”) or in reliance on Regulation S under the Securities Act (“Regulation S”) shall be initially represented by one or more Global Securities with the restricted securities legend set forth in Exhibit C or Exhibit D, as applicable. The Global Securities shall bear legends as set forth in Exhibit E. The Global Securities initially shall:
shall (i) be registered in the name of the Depositary or the nominee of such Depositary; and
, in each case for credit to an account of an Agent Member (or, in the case of the Regulation S Global Securities, of Euroclear System (“Euroclear”) and Clearstream Banking Luxembourg (“Clearstream”)), and (ii) be delivered to the Trustee as custodian for such Depositary. Members of, or direct or indirect participants in, the Depositary (“DTC ParticipantsAgent 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 such the Global SecuritySecurities, and the Depositary 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 contained 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 the DTC Participantsits 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, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 1 contract
Samples: Indenture (Nova Chemicals Corp /New)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear legends as set forth in Exhibit C hereto. --------- Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such any Global Security, and the Depositary 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 contained herein shall prevent the Company, Xxxxx, the Trustee or any agent of the Company Company, Xxxxx 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 the DTC Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer not be transferred or exchanged for physical securities, except that physi- cal securities shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities Security, or the Depositary ceases that it will cease to be a “clearing agency” registered "Clearing Agency" under the Exchange Act, and in either case a successor depositary for the Global Securities Depository is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)issue physical securities.
(fc) Notwithstanding the foregoing, in connection with Holder of any transfer of a portion of the beneficial interests in a Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to beneficial owners pursuant take any action which a Holder is entitled to paragraph (e) of take under this Section 2.08, Indenture or 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 deliver, one or more Physical Securities of like tenor and amountSecurities.
Appears in 1 contract
Samples: Indenture (FLN Finance Inc)
Book-Entry Provisions for Global Securities. (a) The Each Global Securities initially shall:
Security shall be (i) be registered in the name of the Depositary Depository for such Global Security or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear the legend set forth in Exhibit A hereto. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such Global Security, and the Depositary Depository 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 contained 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 or other authorization furnished by the Depositary Depository or shall impair, as between the Depositary Depository and the DTC Participantsits 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global Securities be transferred or exchanged for Physical Securities, upon request of such owners, in accordance with the rules and procedures of the Depositary.
Depository and the provisions of Section 3.5 hereof. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if, and only if, either (c1) Any the Depository notifies the Company that it is unwilling or unable to continue as depositary for the Global Security and a successor depositary is not appointed by the Company within 90 days of such notice, (2) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depository to issue Physical Securities in lieu of all or a portion of the Global Security (in which case the Company shall 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 the Depository and the Security Registrar thereof. In connection with the transfer of an entire Global Security to beneficial owners pursuant to this Section, the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon Company Order authenticate and deliver, to each beneficial owner identified by the Depository, in exchange for its beneficial interest in one of the Global Security, an equal aggregate principal amount of Physical Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) authorized denominations. The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants Agent Members and Persons that may hold interests through DTC ParticipantsAgent Members, to take any action that which a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 3.17. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depositary is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 deliver, one or more Physical Securities of like tenor and amountprincipal amount of authorized denominations.
(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 exchange for its beneficial interest in the Global Securities, 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 Holder of 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.
Appears in 1 contract
Samples: Indenture (Blue Bird Corp)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear the legend for Global Securities as set forth in Exhibit B(II). Members of, or participants in, the Depositary Depository (“DTC "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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial In addition, permanent certifi- cated Securities in registered form, in the form set forth in Exhibit A (the "Physical Securities"), shall be transferred to all beneficial owners may transfer in exchange for their beneficial interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 and the Trustee shall authenticate and deliver one or more Physical Securities of authorized denominations in an aggregate principal amount equal to the aggregate principal amount of the beneficial interest in the Global Security so transferred.
(d) In connection with the transfer of a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more to each beneficial owner identified by the Depository in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of like tenor 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 Holder of any Global Security may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The If Securities of or within a series are issuable in whole or in part in global form (such Securities in global form, “Global Securities Securities”, and each such Security in global form, a “Global Security”), then each Global Security of such series initially shall:
(i) be registered in the name of the Depositary or the nominee of such the Depositary; and;
(ii) be delivered to the Trustee Security Custodian;
(iii) bear the appropriate legend as custodian for such Depositaryset forth in Section 2.08. Members Any Global Security may be represented by more than one certificate. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Security Custodian and the Depositary or its nominee as provided in this Indenture.
(b) Except as provided below, members of, or participants in, the Depositary (“DTC ParticipantsAgent 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 custodianSecurity Custodian, or under such any Global Security, and the Depositary may be treated by the Company, the Trustee Trustee, the Security Custodian, the Paying Agent, the Registrar 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 contained herein shall prevent the Company, the Trustee Trustee, the Security Custodian, the Paying Agent, the Registrar 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 or impair, as between the Depositary and the DTC Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
(b) Transfers an owner of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the any Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) Security. The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants Agent Members and Persons that may hold interests through DTC ParticipantsAgent members, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(ec) If at None of the Trustee, the Paying Agent or the Registrar shall have any time: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 Holders and all payments to be made to Holders 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). Except to the extent otherwise set forth in this Section 2.7, the rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to its applicable procedures. Except to the extent otherwise set forth in this Section 2.7, the Trustee, the Paying Agent and the 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 Registrar shall have any responsibility or liability for any acts or 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.
(d) Except as provided below, owners of beneficial interests in Global Securities will not be entitled to receive Certificated Securities.
(i) the The Company notifies the Trustee may at any time and in writing its sole discretion determine that the Depositary is Securities of a series issued in the form of one or more Global Securities shall no longer willing or able to continue to act as Depositary for the be represented by such Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;Securities.
(ii) the Company, at its option, notifies the Trustee Certificated Securities shall be issued to all owners of beneficial interests in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).interests if:
(fe) Notwithstanding the foregoing, in In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (ec) of this Section 2.082.07, 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 delivermake available for delivery, one or more Physical Certificated Securities of like tenor and amount. In connection with the exchange of an entire Global Security for Certificated Securities pursuant to paragraph (c) of this Section 2.07, 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 aggregate principal amount of Certificated Securities of such series of like tenor and terms and in authorized denominations.
(f) 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 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, Certificated Securities shall be issued to all owners of beneficial interests in a Global Security in exchange for such interests as provided in subsection (c) above.
(g) Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. 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 will, upon transfer, cease to be an interest in the first such Global Security and become an interest in the second such 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.
(h) In the event that Certificated Securities are not issued to each Holder of a beneficial interest in a Global Security promptly after the Registrar has received a request from the Holder of a Global Security to issue such Certificated Securities in accordance with Section 2.07(c)(ii)(C), the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.06 or Section 6.07 hereof, the right of any beneficial Holder of Notes to pursue such remedy with respect to the portion of the Global Security that represents such beneficial Holder’s Securities as if such Certificated Securities had been issued.
Appears in 1 contract
Samples: Indenture (Southwestern Energy Co)
Book-Entry Provisions for Global Securities. (a) The Each Global Securities initially shall:
(i) Security authenticated under the Indenture shall be registered in the name of the Depositary Depository designated for such Global Security or a nominee thereof and delivered to such Depository or nominee thereof or custodian therefor. Each such Global Security shall constitute a single Security for all purposes of the Indenture.
(b) Subject to Section 2.7 of the Base Indenture, any exchange of a Global Security for other Notes may be made in whole or in part, and all Notes issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depository for such Global Security shall direct in writing to the Trustee.
(c) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Note is registered in the name of a Person other than the Depository for such Global Security or a nominee thereof.
(d) Subject to the provisions of Section 3.03(f) below, the registered Holder 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 the Indenture or the nominee of such Depositary; andNotes.
(iie) be delivered In the event of the occurrence of any of the events specified in the fifth and sixth paragraphs of Section 2.7 of the Base Indenture, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons, with such reasonable adjustments, if any, to the forms of 2031 Note and 2051 Note set forth in Exhibit A and Exhibit B hereto, respectively, as custodian for may be necessary or advisable to reflect that such Depositary. Members definitive Notes are not Global Securities.
(f) Neither any members of, or participants in, the Depositary Depository (collectively, the “DTC ParticipantsAgent Members”) nor any other Persons on whose behalf Agent Members may act shall have no any rights under this the Indenture with respect to any Global Security held on their behalf by registered in the Depositary, name of the Depository or the Trustee as its custodianany nominee thereof, or under any such Global Security, and the Depositary Depository or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, Company or 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 such nominee, as the case may be, or impair, as between the Depositary Depository, its Agent Members and the DTC Participantsany other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any SecurityNote.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 1 contract
Samples: Second Supplemental Indenture (Electronic Arts Inc.)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository, its successors or the nominee of such Depositary; and
their respective nominees, (ii) be delivered to the Trustee as custodian for the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends such DepositaryGlobal Securities are required to bear under Section 2.17. Members of, or participants in, the Depositary Depository (“DTC 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 such the Global Security, and the Depositary 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, Section 10.02(c) and Section 13.01 of the beneficial owners of such SLP Global Security. Notwithstanding the foregoing, nothing contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial owners may transfer their interests in Global In addition, one or more Physical Securities in accordance with the rules and procedures shall be transferred to each owner of the Depositary.
(c) Any a beneficial interest in one of a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depository notifies the Trustee in writing Company that the Depositary Depository is no longer willing unwilling or able unable to continue to act as Depositary depository for the any Global Securities Security, or the Depositary Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and and, in either case, a successor depositary for the Global Securities Depository is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
cessation or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositarybeneficial owner (via the Depository) of the relevant Securities to issue Physical Securities. For the avoidance of doubt, subject if any event described in clause (i) of the immediately preceding sentence occurs, any owner of a beneficial interest in any Global Security will be entitled to receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities, and if any event described in clause (ii) of the immediately preceding sentence occurs, only the beneficial owner that has made a written request to the Registrar (via the Depository) will be entitled to receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities. The Company may also exchange beneficial interests in a Global Security for one or more Physical Securities registered in the name of the owner of beneficial interests if the Company and the owner of such beneficial interests agree to so exchange.
(c) 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 2.08(e2.15(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 restrictions set forth in the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this clause (i).
(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and exchanges of a beneficial interest in a Global Security that are not addressed by Section 2.15(c)(i), there must be delivered (A) such instruction or order from a Participant or an Indirect Participant to the Depositary Depository, as may be required by the Applicable Procedures, directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (B) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Security contained in this Indenture, the Trustee shall surrender adjust the principal amount of the Global Securities pursuant to Section 2.15(d).
(iii) Transfer and Exchange of Beneficial Interests in a Restricted Global Security for Beneficial Interests in an Unrestricted Global Security. A beneficial interest in any Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security if the exchange or transfer complies with the requirements of this Section 2.15(c) and the Registrar receives the following:
(A) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Security, a certificate from such Holder substantially in the form of Exhibit E; or
(B) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Exhibit D; and, in each such case set forth in this clause (iii), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that no registration under the Securities Act is required in connection with such exchange or transfer of beneficial interests to the relevant Person or in connection with any re-sales of the beneficial interests in the Unrestricted Global Security that are beneficially owned by such Person on the date of such opinion. Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Security.
(iv) Transfer and Exchange of Beneficial Interests in one Restricted Global Security for Beneficial Interests in another Restricted Global Security. A beneficial interest in any Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in a Restricted Global Security with a different CUSIP or different legends or transferred to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security with a different CUSIP or different legends if the exchange or transfer complies with the requirements of this Section 2.15(c) and the Registrar receives the following:
(A) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a beneficial interest in a Restricted Global Security with a different CUSIP or different legends, a certificate from such Holder substantially in the form of Exhibit E; or
(B) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in a Restricted Global Security with a different CUSIP or different legends, a certificate from such holder in the form of Exhibit D. Notwithstanding the foregoing or anything to the contrary provided herein, a holder of a beneficial interest in a Security that is not an SLP Security may not exchange or transfer such beneficial interest for a beneficial interest in an SLP Security.
(d) At such time as all beneficial interests in a particular Global Security have been exchanged for Physical Securities or a particular Global Security has been repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Physical Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.
(e) In connection with the transfer of a Global Security in its entirety to beneficial owners pursuant to Section 2.15(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation cancellation, and then the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such Global Security or Global SecuritiesSecurity, Physical Securities, as applicable, in an equal aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)authorized denominations.
(f) Notwithstanding the foregoing, Any Physical Security delivered in connection with any transfer of a portion of the beneficial interests exchange for an interest in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.082.15(b), shall bear the Registrar shall reflect on its books and records same legend(s), if any, from Exhibit B-1A that are borne by the date and a decrease in the principal amount of such relevant Global Security in an amount equal Security, except to the principal amount extent the requirements of Section 2.15(c)(iii) or Section 2.15(c)(iv) are satisfied with respect to the removal or addition of any legend, mutatis mutandis for the fact that a Physical Security is being issued rather than a beneficial interest in such a Global Security.
(g) The Holder of any Global Security may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to be transferredtake any action which a Holder is entitled to take under this Indenture or the Securities.
(h) 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 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.
(i) Neither the Trustee nor any Securities Agent shall have any responsibility for any actions taken or not taken by the Depository.
(j) No service charge shall be made to or by a holder of a beneficial interest in a Global Security or to or by a Holder of a Physical Security for any registration of transfer or exchange.
(k) All Global Securities and Physical Securities issued upon any registration of transfer or exchange of Global Securities or Physical Securities shall evidence the same debt of the Company and entitled to the same benefits under this Indenture, as the Global Securities or Physical Securities surrendered upon such registration of transfer or exchange.
(l) Prior to due presentment for the registration of a transfer of any Security, the Trustee and the Company may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and, subject to Section 2.09, for all other purposes, and neither of the Trustee or the Company shall be affected by notice to the contrary.
(m) Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more replacement Securities of any authorized denomination or denominations of a like aggregate principal amount.
(n) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Securities to be exchanged at such office or agency. Whenever any Global Securities or Physical Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and send, the replacement Global Securities and Physical Securities which the Holder making the exchange is entitled to in accordance with the provisions of like tenor Section 2.02.
(o) Neither the Trustee nor any Securities Agent shall have any responsibility or obligation to any beneficial owner of an interest in the Global Securities, an agent member of, or a participant in, the Depository or other person with respect to the accuracy of the records of the Depository or its nominees or of any Participant or member thereof, with respect to any ownership interest in the Global Securities or with respect to the delivery to any Participant, agent member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. The rights of beneficial owners in any Global Securities shall be exercised only through the Depository, subject to its applicable rules and amountprocedures. The Trustee and each agent may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its agent members, Participants and any beneficial owners.
Appears in 1 contract
Samples: Investment Agreement
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear legends as set forth in Section 206 and, in the case of Restricted Securities in the form of Global Securities, Section 205. Members of, or participants in, the Depositary Depository (“DTC ParticipantsAgent 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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Rule 144A Global Security may transfer their be transferred or exchanged for interests in a Regulation S Global Security, and interests of beneficial owners in a Regulation S Global Security may be transferred or exchanged for interests in a Rule 144A Global Security, in each case in accordance with the rules and procedures of the Depository and the provisions of Section 314. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 314. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary a depository for such Global Security or if at any time the Global Securities or the Depositary Depository ceases to be a “clearing agency” agency registered under the Exchange Act, and a successor depositary for the Global Securities depository is not appointed by the Company within 90 days of such notice or cessation;
days, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject with respect to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or (iii) the Company at any time determines not to have Securities (represented by a Global Security. Except as provided above, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any nominee thereof)Global Security, whether pursuant to this Section 313, Section 304, 305, 306 or 906 or otherwise, shall also be a Global Security and bear the legend specified in Section 206.
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 deliver, one or more Physical Securities of like tenor and amountprincipal amount of authorized denominations.
(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 exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor of authorized denominations.
(e) Any Physical Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) or (c) of this Section 313 shall, except as otherwise provided by clause (1)(x) of paragraph (a) and by paragraph (d) of Section 314, bear the legend set forth in Section 205.
(f) The Holder of 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 that a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Samples: Indenture (CSC Holdings Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such Depositary. Depositary and (iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depositary (“DTC "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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depositary and the provisions of the Global Section 2.16; provided, however, that Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depositary notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depositary is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject Depositary to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (eb) of this Section 2.082.15, the Registrar Global Securities 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 be deemed to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount.surrendered to the
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Each Global Securities Note initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear legends as set forth in Section 2.15. Members of, or participants in, the Depositary Depository (“DTC Participants”"Agent Members") shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under such any Global SecurityNote, and the Depositary Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the 35 44 absolute owner of such the Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the DTC Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any SecurityNote.
(b) Transfers of a any Global Security Note shall be limited to transfers of such Global Security in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in any Global Note may transfer their interests in Global Securities be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Securities that is Section 2.17. In addition, Physical Notes shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other any Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Note if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Note and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)Notes.
(fc) Notwithstanding the foregoing, in In connection with any transfer or exchange of a portion of the beneficial interests interest in a any Global Security Note to beneficial owners pursuant to paragraph (e) of this Section 2.08b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of such Global Security Note in an amount equal to the principal amount of the beneficial interest in such Global Security Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Physical Securities Notes of like tenor and amount.
(d) In connection with the transfer of an entire Global Note to beneficial owners pursuant to paragraph (b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Physical Notes of authorized denominations.
(e) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Global Note pursuant to paragraph (b) or (c) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.17, bear the legend regarding transfer restrictions applicable to the Physical Notes set forth in Section 2.15.
(f) The Holder of a Global Note 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 Notes.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear legends as set forth in Exhibit C hereto. Members of, or participants in, the Depositary Depository (“DTC "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 such Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.16. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (eb) of this Section 2.082.15, the Registrar Global Securities shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and delivermake available for delivery, one or more to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor authorized denominations.
(d) 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 Holder of any Global Security may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Each Global Securities initially shall:
Security shall be (i) be registered in the name of the Depositary DTC or the nominee of such Depositary; and
its nominee, (ii) be delivered to the Trustee as custodian for such DepositaryDTC and (iii) bear the legend set forth in Exhibit A-2. Members of, or participants in, the Depositary DTC (“DTC Participants”"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 such Global Security, and the Depositary 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 contained 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 or other authorization furnished by the Depositary DTC or shall impair, as between the Depositary DTC and the DTC Participantsits 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 DepositaryDTC, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of DTC and the Depositary.
(c) Any beneficial interest in one provisions of the Global Section 2.06. In addition, Physical Securities that is shall be Dailxx Xxxernational Inc.: Indenture -25- Execution Copy 32 transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies if, and otherwise authorize any Persononly if, including either (1) DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) notifies the Company notifies the Trustee in writing that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
notice, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii2) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC to issue Physical Securities in lieu of all or a portion of the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then (in which case the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount Securities within 30 days of such Global Security request) or Global Securities. Such Physical Securities shall be registered in such names as (3) the Depositary shall identify in writing as the beneficial owners, or participant nominees, of Company determines not to have the Securities represented by such the Global Security or Securities (or any nominee and notifies DTC and the Registrar thereof).
(f) Notwithstanding the foregoing, in . In connection with any the transfer of a portion of the beneficial interests in a an entire Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08Section, 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 shall be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon request of the Company authenticate and deliver, one or more to each beneficial owner identified by DTC, in exchange for its beneficial interest in the Global Security, an equal aggregate principal amount of Physical Securities of like tenor authorized denominations. The Holders of a Global Security may grant proxies or otherwise authorize any Persons, including Agent Members and amountPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Samples: Indenture (Dailey International Inc)
Book-Entry Provisions for Global Securities. (a) The Each Global Securities initially shall:
Security shall be (i) be registered in the name of the Depositary DTC or the nominee of such Depositary; and
its nominee, (ii) be delivered to the Trustee as custodian for such DepositaryDTC and (iii) bear the legend set forth in Exhibit A-2 hereto. Members of, or participants in, the Depositary DTC (“DTC Participants”"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 such Global Security, and the Depositary 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 contained 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 or other authorization furnished by the Depositary DTC or shall impair, as between the Depositary DTC and the DTC Participantsits 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 DepositaryDTC, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of DTC and the Depositary.
(c) Any beneficial interest in one provisions of the Global Section 2.6. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies if, and otherwise authorize any Persononly if, including either (1) DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) notifies the Company notifies the Trustee in writing that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
notice, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii2) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC to issue Physical Securities in lieu of all or a portion of the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then (in which case the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount Securities within 30 days of such Global Security request) or Global Securities. Such Physical Securities shall be registered in such names as (3) the Depositary shall identify in writing as the beneficial owners, or participant nominees, of Company determines not to have the Securities represented by such the Global Security or Securities (or any nominee and notifies DTC and the Registrar thereof).
(f) Notwithstanding the foregoing, in . In connection with any the transfer of a portion of the beneficial interests in a an entire Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08Section, 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 shall be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon request of the Company authenticate and deliver, one or more to each beneficial owner identified by DTC, in exchange for its beneficial interest in the Global Security, an equal aggregate principal amount of Physical Securities of like tenor authorized denominations. The Holders of a Global Security may grant proxies or otherwise authorize any Persons, including Agent Members and amountPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Samples: Indenture (Forman Petroleum Corp)
Book-Entry Provisions for Global Securities. (a) The Global Securities representing the Securities of any series (including the Series A Securities) initially shall:
shall (i) be registered in the name of the Depositary depositary for such Global Securities or the nominee of such Depositary; and
depositary, (ii) be delivered to the Trustee as custodian for such Depositarydepositary and (iii) bear the legends as set forth in Section 2.06(b) and, if applicable, the legend set forth in Section 2.06(a). Members of, or participants in, the Depositary depositary (“DTC Participants”each, an "Agent Member") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositarydepositary, or the Trustee as its custodian, or under such Global Security, and the Depositary depositary may be treated by the Company, the Trustee and any agent of the Company Company, or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, the Trustee or any agent of the Company Company, or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary depositary or impair, as between the Depositary depositary and the DTC Participantsits 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 Depositarydepositary, its successors or their respective nominees. Beneficial Interests of beneficial owners may transfer their interests in Global Securities may be transferred in accordance with the rules and procedures of the Depositarydepositary and the provisions of Section 2.07. In addition, permanent certified definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Securities of any series if (i) the Company notifies the Trustee in writing that the depositary is no longer willing or able to act as depositary or the depositary 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, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities of such series in definitive form under this Indenture, (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the depositary or (iv) in accordance with the rules and procedures of the depositary and the provisions of Section 2.07. In the case of Series A Securities, U.S. Physical Securities and Offshore Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interest in the U.S. Global Securities or the Permanent Offshore Global Securities, as the case may be, and the Exchange Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in Exchange Global Securities.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.and
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear legends as set forth in Section 206 and, in the case of Restricted Securities in the form of Global Securities, Section 205. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Rule 144A Global Security may transfer their be transferred or exchanged for interests in a Regulation S Global Security, and interests of beneficial owners in a Regulation S Global Security may be transferred or exchanged for interests in a Rule 144A Global Security, in each case in accordance with the rules and procedures of the Depository and the provisions of Section 314. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 314. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary a depository for such Global Security or if at any time the Global Securities or the Depositary Depository ceases to be a “clearing agency” agency registered under the Exchange Act, and a successor depositary for the Global Securities depository is not appointed by the Company within 90 days of such notice or cessation;
days, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject with respect to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or (iii) the Company at any time determines not to have Securities (represented by a Global Security. Except as provided above, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any nominee thereof)Global Security, whether pursuant to this Section 313, Section 304, 305, 306 or 906 or otherwise, shall also be a Global Security and bear the legend specified in Section 206.
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 deliver, one or more Physical Securities of like tenor and amountprincipal amount of authorized denominations.
(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 exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor of authorized denominations.
(e) Any Physical Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) or (c) of this Section 313 shall, except as otherwise provided by clause (1)(x) of paragraph (a) and by paragraph (d) of Section 314, bear the legend set forth in Section 205.
(f) The Holder of 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 that a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depositary Depository (“DTC "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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.16; provided, however, that Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (eb) of this Section 2.082.15, the Registrar Global Securities shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor authorized denominations.
(d) 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 Holder of any Global Security may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities and the Trustee is entitled to rely upon any electronic instructions from beneficial owners to the Holder of any Global Security.
Appears in 1 contract
Samples: Indenture (Fabrene Group Inc)
Book-Entry Provisions for Global Securities. (a) The Each Global Securities Security initially shall:
shall (i) be registered in the name of the Depositary for such Global Security or the nominee of such Depositary; and
, in each case for credit to the account of an Agent Member, and (ii) be delivered to the Trustee as custodian for such Depositary. Members ofNone of the Company, 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 participants infor maintaining, the Depositary supervising or reviewing any records relating to such beneficial ownership interests.
(“DTC Participants”b) 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 such Global Security, and the Securities. The Depositary may be treated by the Company, any other obligor upon the Securities, the Trustee and any agent of the Company or the Trustee any of them as the absolute owner of such the Global Security Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, any other obligor upon the Securities, the Trustee or any agent of the Company or the Trustee, any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and the DTC Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder beneficial owner of any Security. The 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 that a Holder is entitled to take under this Indenture or the Securities.
(bc) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may not be transferred or exchanged for Physical Securities unless (i) the Company has consented thereto in writing, or such transfer their interests in Global Securities or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the applicable rules and procedures of the DepositaryDepositary and the provisions of Section 2.5 and Section 2.13. Subject to the limitation on issuance of Physical Securities set forth in Section 2.13(c), Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant Global Security if (i) the Depositary notifies the Company at any time that (A) it is unwilling or unable to continue as Depositary for the Global Securities or (B) the Depositary ceases to be registered as a “Clearing Agency” under the Exchange Act, and in either case a successor depositary is not appointed within 90 days of receiving such notice; or (ii) the Company, at its option, notifies the Trustee and Paying Agent that it elects to cause the issuance of Physical Securities.
(cd) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners for Physical Securities pursuant to Section 2.12(c), the Security Registrar shall record on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the beneficial interest in the Global Security being transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and principal amount of authorized denominations.
(e) In connection with a transfer of an entire Global Security to beneficial owners for Physical Securities pursuant to Section 2.12(c), the applicable Global Security 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 Depositary, in exchange for its beneficial interest in the applicable Global Security, an equal aggregate principal amount of Rule 144A Physical Securities (in the case of any Rule 144A Global Security) or Regulation S Physical Securities (in the case of any Regulation S Global Security), as the case may be, of authorized denominations.
(f) The transfer and exchange of a Global Security or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth in Section 2.13) and the procedures therefor of the Depositary. Any beneficial interest in one of the Global Securities that is transferred to a person Person who takes delivery in the form of an interest in another a different Global Security 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) The registered Holder . A transferor of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests interest in a Global Security shall deliver to the Security Registrar a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial owners pursuant interest in the relevant Global Security. Subject to paragraph (e) of this Section 2.082.13, the Security Registrar shall reflect on its books and records shall, in accordance with such instructions, instruct the date and a decrease in the principal amount of such Global Security in an amount equal Depositary to credit to the principal amount account of the Person specified in such instructions a beneficial interest in such Global Security and to debit the account of the Person making the transfer of the beneficial interest in the Global Security being transferred.
(g) Any Physical Security delivered in exchange for an interest in a Global Security pursuant to Section 2.12(c) shall, unless such exchange is made on or after the Resale Restriction Termination Date applicable to such Security and except as otherwise provided in Section 2.13 and Section 2.14, bear the Private Placement Legend.
(h) Notwithstanding the foregoing, through the Resale Restriction Termination Date, a beneficial interest in a Regulation S Global Security may be transferred, and held only through designated Agent Members holding on behalf of Euroclear or Clearstream unless delivery is made in accordance with the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities applicable provisions of like tenor and amountSection 2.13.
Appears in 1 contract
Samples: Indenture (American Equity Investment Life Holding Co)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear the legend as set forth in EXHIBIT B. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global SecuritySecurities, and the Depositary Depository may be treated by the Company, the Trustee and any agent Agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, the Trustee or any agent 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 the DTC Participantsits 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.17. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary the Depository for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities depository is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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, the Guarantors shall execute Guarantees on, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount.
(d) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section 2.16, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, the Guarantors shall execute Guarantees on and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the 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 paragraphs (a)(i)(x) and (c) of Section 2.17, bear the Private Placement Legend.
(f) The 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.
Appears in 1 contract
Samples: Indenture (Metals Usa Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.15. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 deliver, 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 exchange for its beneficial interest in the Global Securities, 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) 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 Physical Securities set forth in Exhibit A-1.
(f) The Holder of 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.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 3.17. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 deliver, one or more Physical Securities of like tenor and amountprincipal amount of authorized denominations.
(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 exchange for its beneficial interest in the Global Securities, 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 Holder of 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.
Appears in 1 contract
Samples: Indenture (Golden Sky DBS Inc)
Book-Entry Provisions for Global Securities. (a) The Each Global Securities initially shall:
Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the Depositary (“DTC ParticipantsAgent 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 custodianNote Custodian, or under such Global SecurityNote, and the Depositary 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 contained herein shall prevent the Company, the Trustee or any Agent or other 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 the DTC Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The Trustee shall have no responsibility or obligation to any Holder that is a member of (or a Participant in) DTC or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any Securitymember or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee may rely (and shall be fully protected in relying) upon information furnished by DTC with respect to its members, participants and any beneficial owners in the Notes.
(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, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Note may transfer their interests in Global Securities be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is . In addition, Certificated Notes shall be transferred to a person who takes delivery all beneficial owners (or the requesting beneficial owners, in the form case of an interest clause (ii)) in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
only if (i) the Company Depositary notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary for the Global Securities Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Act and a successor depositary for the Global Securities is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
notice, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; 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 the Depositary, any beneficial owner of an interest in any Global Note (subject to this the third paragraph of Section 2.08(e2.6(a)) to issue such Certificated Notes or (iii) the Company, the Depositary shall surrender such Global Security or Global Securities to in its sole discretion, notifies the Trustee for cancellation and then that it elects to cause the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount issuance of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)Certificated Notes.
(fc) Notwithstanding the foregoing, in In connection with any the transfer of a portion of the beneficial interests in a entire Global Security Note to beneficial owners pursuant to paragraph clause (eb) of this Section 2.08Section, 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 Note shall be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliverdeliver to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations.
(d) The registered Holder of a Global Note may grant proxies and otherwise authorize any person, one including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or more Physical Securities the Notes.
(e) Each Global Note shall bear the 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 and cancelled by the Trustee 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 like tenor Notes represented by such Global Note shall be reduced accordingly and amountan 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) General Provisions Relating to Transfers and Exchanges.
Appears in 1 contract
Samples: Credit Agreement (Music123, Inc.)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to deposited with the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit A. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained herein shall (i) 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 (ii) impair, as between the Depositary Depository and the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Rule 144A Global Security may transfer their be transferred or exchanged for interests in an Institutional Accredited Investor Global Security or a Regulation S Global Security, interests of beneficial owners in an Institutional Accredited Investor Global Security may be transferred or exchanged for interests in a Rule 144A Global Security or a Regulation S Global Security and interests of beneficial owners in a Regulation S Global Security may be transferred or exchanged for interests in a Rule 144A Global Security or an Institutional Accredited Investor Global Security, in each case in accordance with the rules and procedures of the Depository and the provisions of Section 313. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 313. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary a depository for such Global Security or if at any time the Global Securities or the Depositary Depository ceases to be a “clearing agency” agency registered under the Exchange Act, and a successor depositary for the Global Securities depository is not appointed by the Company within 90 days of such notice or cessation;
days, (ii) the Company, at its option, notifies Company executes and delivers to the Trustee in writing a notice that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a such Global Security shall be so transferable, registrable and exchangeable, and such transfer shall be registrable, or Global Securities; or
(iii) an there shall have occurred and be continuing a Default or Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject with respect to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)Security.
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 at maturity of such the Global Security in an amount equal to the principal amount at maturity of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amountprincipal amount at maturity of authorized denominations.
(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 exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount at maturity of Physical Securities of like tenor of authorized denominations.
(e) Any Physical Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) or (c) of this Section 312 shall, except as otherwise provided by paragraph (d) of Section 313, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth in Exhibit A.
(f) The Holder of 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.
(g) In the event that a Global Security is exchanged for Physical Securities pursuant to this Section 312 prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of Sections 312 and 313 (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Common Depositary or the nominee of such the Common Depositary; and
, (ii) be delivered to the Trustee Common Depositary as custodian common depositary for such Depositary. the Clearing Systems and (iii) bear legends as set forth in SECTION 2.17.
(b) Members of, or participants in, the Depositary Clearing Systems (“DTC Participants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Common Depositary, or the Trustee as its custodian, or under such Global Security, and the Common Depositary 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 whatsoever. Notwithstanding , and the foregoing, nothing contained herein shall prevent the Company, the Trustee or any agent beneficial owners of the Company or Global Security will be entitled only to those rights and benefits afforded to them in accordance with the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and the DTC Participants, the operation of customary practices governing the exercise of the rights of a Holder of any SecurityCommon Depositary’s regular operating procedures.
(bc) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Beneficial owners may transfer In addition, Physical Securities shall be transferred to all beneficial owners, as identified by the Common Depositary, in exchange for their beneficial interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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, only if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Common Depositary notifies the Trustee in writing Company that the Common Depositary is no longer willing unwilling or able unable to continue to act as Depositary depositary for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Common Depositary is not appointed by the Company within 90 days of such notice or cessation;
cessation or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the DepositaryCommon Depositary to issue Physical Securities.
(d) In connection with the transfer of a Global Security in its entirety to beneficial owners, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities shall be deemed to be surrendered to the Trustee Paying Agent for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 transferredcancellation, and the Company shall execute, and the Trustee shall upon receipt of a Company Order authenticate and deliver, one or more to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of like tenor authorized denominations.
(e) 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 2.15, bear the Private Placement Legend.
(f) The Holder of any Global Security may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
(g) Notwithstanding any other provisions in this Indenture, so long as a Security is a Global Security registered in the name of the Common Depositary or the nominee of the Common Depositary, the parties hereto will be bound at all times by the applicable procedures of the Clearing Systems with respect to such Security.
Appears in 1 contract
Samples: Indenture (LDK Solar Co., Ltd.)
Book-Entry Provisions for Global Securities. (aA) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear legends as set forth in SECTION 2.17. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global SECTION 2.16. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fC) Notwithstanding the foregoing, in 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 (e) of this Section 2.08SECTION 2.15(B), 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 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 deliver, one or more Physical Securities of like tenor authorized denominations in an aggregate principal amount equal to the aggregate principal amount of the beneficial interest in the Global Security so transferred.
(D) In connection with the transfer of a Global Security in its entirety to beneficial owners pursuant to SECTION 2.15(B), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and amountthe Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the 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 SECTION 2.15(B) OR (C) shall, except as otherwise provided by SECTION 2.16, bear the Prixxxx Xxxxxxxxx Xxxxxx (xx xxxxxxx).
(X) Xxe Holder of any Global Security may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Samples: Indenture (Ivax Corp /De)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security transfer in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.15. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 delivermake 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 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 Holder of any Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Mem- bers, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Samples: Indenture (Samsonite Holdings Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian cus- todian for such DepositaryDepository and (iii) bear legends as set forth in Exhibit B hereto. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such any Global Security, and the Depositary 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 contained 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 the DTC Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer not be transferred or exchanged for physical securities, except that physical securities shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Securities if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Security, or that it will cease to be a "Clearing Agency" under the Exchange Act, and in accordance with either case a successor Depository is not appointed by the rules Company within 90 days of such notice or (ii) an Event of Default has occurred and procedures of is continuing and the DepositarySecurity Registrar has received a written request from the Depository to issue physical securities.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a any Global Security may grant proxies and otherwise authorize any Person, including DTC Participants Agent Members and Persons that may hold interests through DTC ParticipantsAgent Members, to take any action that which a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities Security initially shall:
shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear legends as set forth in Section 202. Members of, or participants in, the Depositary (“DTC Participants”"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 such any Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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, its successors or their respective nomineesnominees and, in part, in the circumstances described in paragraph (d) hereof. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global Securities be transferred in accordance with the applicable rules and procedures of the Depositary.
Depositary and the provisions of Section 307. Beneficial owners may obtain Physical Securities (cwhich shall bear the Private Placement Legend if required by Section 202) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies upon request in accordance with the Depositary's and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If Security Registrar's procedures at any time:
. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Security if (i) the Company Depositary notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary for the Global Securities Security or the Depositary ceases to be a “clearing agency” "Clearing Agency" registered under the Exchange Act, Act and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and Holders of more than 25% in aggregate principal amount of the Securities at the time outstanding represented by the Global Securities advise the Trustee through the Depositary in writing that the continuation of a book-entry system through the Depositary with respect to the Global Securities is continuing and no longer required.
(c) In connection with any transfer pursuant to paragraph (b) of this Section of beneficial interests in the Registrar has received a request Global Security to beneficial owners, upon receipt of written instructions from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, the Registrar shall 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 at maturity of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount.
(d) In connection with the transfer of the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, the Global Security 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 Depositary in exchange for its beneficial interest in the Global Security an equal aggregate principal amount at maturity of Physical Securities of authorized denominations.
(e) Any Physical Security delivered in exchange for an interest in the Global Security pursuant to paragraph (b) or (c) of this Section shall, except as otherwise provided by paragraph (a)(i)(x) or paragraph (e) of Section 307, bear the legend regarding transfer restrictions applicable to the Physical Security set forth in Section 202.
(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.
Appears in 1 contract
Samples: Indenture (Entertainment Inc)
Book-Entry Provisions for Global Securities. (a) The If Securities of or within a series are issuable in whole or in part in global form (such Securities in global form, “Global Securities Securities”, and each such Security in global form, a “Global Security”), then each Global Security of such series initially shall:
(i) be registered in the name of the Depositary or the nominee of such the Depositary; and;
(ii) be delivered to the Trustee Security Custodian;
(iii) bear the appropriate legend as custodian for such Depositaryset forth in Section 2.08. Members Any Global Security may be represented by more than one certificate. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Security Custodian and the Depositary or its nominee as provided in this Indenture.
(b) Except as provided below, members of, or participants in, the Depositary (“DTC ParticipantsAgent 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 custodianSecurity Custodian, or under such any Global Security, and the Depositary may be treated by the Company, the Trustee Trustee, the Security Custodian, the Paying Agent, the Registrar 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 contained herein shall prevent the Company, the Trustee Trustee, the Security Custodian, the Paying Agent, the Registrar 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 or impair, as between the Depositary and the DTC Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
(b) Transfers an owner of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the any Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) Security. The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants Agent Members and Persons that may hold interests through DTC ParticipantsAgent members, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(ec) If at None of the Trustee, the Paying Agent or the Registrar shall have any time: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 Holders and all payments to be made to Holders 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). Except to the extent otherwise set forth in this Section 2.07, the rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to its applicable procedures. Except to the extent otherwise set forth in this Section 2.07, the Trustee, the Paying Agent and the 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 Registrar shall have any responsibility or liability for any acts or 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.
(d) Except as provided below, owners of beneficial interests in Global Securities will not be entitled to receive Certificated Securities.
(i) the The Company notifies the Trustee may at any time and in writing its sole discretion determine that the Depositary is Securities of a series issued in the form of one or more Global Securities shall no longer willing or able to continue to act as Depositary for the be represented by such Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;Securities.
(ii) the Company, at its option, notifies the Trustee Certificated Securities shall be issued to all owners of beneficial interests in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).interests if:
(fe) Notwithstanding the foregoing, in In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (ec) of this Section 2.082.07, 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 delivermake available for delivery, one or more Physical Certificated Securities of like tenor and amount. In connection with the exchange of an entire Global Security for Certificated Securities pursuant to paragraph (c) of this Section 2.07, 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 aggregate principal amount of Certificated Securities of such series of like tenor and terms and in authorized denominations.
(f) 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 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, Certificated Securities shall be issued to all owners of beneficial interests in a Global Security in exchange for such interests as provided in subsection (c) above.
(g) Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. 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 will, upon transfer, cease to be an interest in the first such Global Security and become an interest in the second such 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.
(h) In the event that Certificated Securities are not issued to each Holder of a beneficial interest in a Global Security promptly after the Registrar has received a request from the Holder of a Global Security to issue such Certificated Securities in accordance with Section 2.07(c)(ii)(C), the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.06 or Section 6.07 hereof, the right of any beneficial Holder of Securities to pursue such remedy with respect to the portion of the Global Security that represents such beneficial Holder’s Securities as if such Certificated Securities had been issued.
Appears in 1 contract
Samples: Indenture (Southwestern Energy Co)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository, its successors or the nominee of such Depositary; and
their respective nominees, (ii) be delivered to the Trustee as custodian for the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends such DepositaryGlobal Securities are required to bear under Section 2.17. Members of, or participants in, the Depositary Depository (“DTC 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 such the Global Security, and the Depositary 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 SL Security that is a Global Security shall be subject to the rights under Section 9.02, Section 10.02(c) and Section 13.01 of the beneficial owners of such SL Global Security. Notwithstanding the foregoing, nothing contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial owners may transfer their interests in Global In addition, one or more Physical Securities in accordance with the rules and procedures shall be transferred to each owner of the Depositary.
(c) Any a beneficial interest in one of a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depository notifies the Trustee in writing Company that the Depositary Depository is no longer willing unwilling or able unable to continue to act as Depositary depository for the any Global Securities Security, or the Depositary Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and and, in either case, a successor depositary for the Global Securities Depository is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
cessation or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositarybeneficial owner (via the Depository) of the relevant Securities to issue Physical Securities. For the avoidance of doubt, subject to this Section 2.08(e)if any event described in clause (i) of the immediately preceding sentence occurs, the Depositary shall surrender such any owner of a beneficial interest in any Global Security will be entitled to receive one or Global more Physical Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security its beneficial interest or interests in the Global Securities, Physical Securitiesand if any event described in clause (ii) of the immediately preceding sentence occurs, as applicable, in an aggregate principal amount equal only the beneficial owner that has made a written request to the principal amount of such Global Security Registrar (via the Depository) will be entitled to receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the The Company may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, for 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.
(c) 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 restrictions set forth in the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global
Appears in 1 contract
Book-Entry Provisions for Global Securities. (aA) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary or the nominee of such the Depositary; and
, (ii) be delivered to the Trustee as custodian for such Depositarythe Depositary and (iii) bear legends as set forth in Section 2.17. Members of, or participants in, the Depositary (“DTC "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 such the Global Security, and the Depositary 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. None of the Company, the Trustee or 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, any interests in a Global Security other than interests as a record holder thereof, or for maintaining, supervising or reviewing any records relating to beneficial ownership interests in a Global Security. The Company, the Trustee and each agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, for all purposes of this Indenture relating to such Global Security (including the payment of principal, interest, if any, amounts payable upon conversion, the Option Purchase Price, if any, and Fundamental Change Repurchase Price, 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 Company, the Trustee or any Security Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of the Depositary, including records in respect of beneficial ownership interests in respect of such Global Security, for any transactions between the Depositary and any Participant or between or among the Depositary, any Participant and/or any holder or owner of a beneficial interest in such Global Security or for any transfers of beneficial interests in such Global Security. Notwithstanding the foregoing, nothing contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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, its successors or their respective nominees. Beneficial owners may transfer In addition, Physical Securities shall be transferred to all beneficial owners, as identified by the Depositary, in exchange for their beneficial interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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, only if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depositary notifies the Trustee in writing Company that the Depositary is no longer willing unwilling or able unable to continue to act as Depositary depositary for the any Global Securities Security (or the Depositary ceases to be a “"clearing agency” " registered under Section 17A of the Exchange Act, ) and a successor depositary for the Global Securities Depositary is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
cessation or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depositary to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fC) Notwithstanding the foregoing, in In connection with any the transfer of a portion of the beneficial interests in a Global Security in its entirety to beneficial owners pursuant to paragraph (e) of this Section 2.082.15(B), 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 shall be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more 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 like tenor and amountauthorized denominations.
(D) 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,
Appears in 1 contract
Samples: Indenture (Playboy Enterprises Inc)
Book-Entry Provisions for Global Securities. (a) 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 Securities”). The Global Securities initially shall:
shall (i) be registered in the name of the Depositary or the nominee of such Depositary; and
the Common Depositary for credit to an account of an Agent Member and (ii) be delivered to the Trustee as custodian for such Common Depositary. Members of, or direct or indirect participants in, the Depositary Euroclear and Clearstream (“DTC ParticipantsAgent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or nominee of the Trustee as its custodian, Common Depositary or under such the Global Security, and Securities. The nominee of the Common Depositary 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 contained 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 Common Depositary or impair, as between Euroclear or Clearstream, as the Depositary case may be, and the DTC Participantstheir respective Agent Members, the operation of customary practices governing the exercise of the rights of a 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 Euroclear or Clearstream with respect to such Global Security, for the records of Euroclear or Clearstream, including records in respect of the beneficial owners of any such Global Security, for any transactions between Euroclear or Clearstream and any Agent Member or between or among Euroclear or Clearstream, as the case may be, 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 Common Depositary, its successors or their respective nominees. Beneficial Interests of beneficial owners may transfer their interests in the Global Securities may be transferred or exchanged for Physical Securities only in accordance with the applicable rules and procedures of Euroclear or Clearstream, as the Depositarycase may be, and the provisions of Section 2.18. In addition, a Global Security of an applicable series shall be exchangeable for Physical Securities of such series (i) if Euroclear or Clearstream notifies the Issuer that it is unwilling or unable to continue as depositary and the Issuer thereupon fails to appoint a successor depositary within 90 days or (ii) if there shall have occurred and be continuing an Event of Default with respect to such Global Security of such series and Euroclear or Clearstream has requested such exchange. 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 the Common Depositary in accordance with its customary procedures.
(c) Any In connection with the transfer of a Global Security as an entirety to beneficial interest in one owners pursuant to Section 2.16(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute and, upon receipt of a written order of the Global Securities that is transferred to a person who takes delivery Issuer in the form of an interest Officers’ Certificate, the Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary in another Global Security will, upon transfer, cease to be an writing in exchange for its beneficial interest in such Global Security and become Security, 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 interestequal aggregate principal amount of Physical Securities of authorized denominations.
(d) The registered Holder of a any Global Security may grant proxies and otherwise authorize any Person, including DTC Participants Agent Members and Persons that may hold interests through DTC ParticipantsAgent Members, to take any action that which a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 1 contract
Samples: Indenture (LKQ Corp)
Book-Entry Provisions for Global Securities. (a) Rule 144A Securities (“Rule 144A Securities”) initially shall be represented by one or more Securities in registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities (“Regulation S Securities”) initially shall be represented by one or more Securities in registered, global form without interest coupons (the “Regulation S Global Securities”). The term “Global Securities” means, collectively, the Rule 144A Global Securities and the Regulation S Global Securities. The Global Securities shall bear legends as set forth in Exhibit D. The Global Securities initially shall:
shall (i) be registered in the name of the Depositary or the nominee of such Depositary; and
, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Securities and Exhibit C with respect to Regulation S Global Securities. Members of, or direct or indirect participants in, the Depositary (“DTC ParticipantsAgent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, Depositary or the Trustee as its custodian, or under such the Global SecuritySecurities, and the Depositary 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 contained 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 the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security transfer in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
Depositary and the provisions of Section 2.17. In addition, a Global Security shall be exchangeable for Physical Securities if (ci) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form case of an interest in another a Global Security willSecurity, upon transfer, cease the Depositary (x) notifies the Issuer that it is unwilling or unable to be an interest in continue as depository for such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject the Issuer thereupon fail 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.
appoint a successor depository or (dy) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases has ceased to be a “clearing agency” agency registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) pursuant to the Companyprocedures of the Depositary, the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the such Physical Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) in the case of any Global Security, there shall have occurred and be continuing an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositarywith respect to such Global Security. In all cases, subject to this Section 2.08(e), the Depositary shall surrender such Physical Securities delivered in exchange for any Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities beneficial interests therein shall be registered in such names as the names, and issued in any approved denominations, requested by or on behalf of the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)accordance with its customary procedures.
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 Issuer shall execute, and the Trustee shall upon receipt of a written order from the Issuer authenticate and delivermake 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 Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in writing in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of authorized denominations.
Appears in 1 contract
Samples: Indenture (Warner Music Group Corp.)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such Depositary. Depositary and (iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depositary (“DTC "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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a Holder 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, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depositary and the provisions of the Global Section 2.16; provided that Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depositary notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depositary is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject Depositary to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (eb) of this Section 2.082.15, the Registrar Global Securities shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor authorized denominations.
(d) 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 Holder of any Global Security may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (ai) The This Section 2.1(d) shall apply only to Global Securities deposited with the Trustee, as custodian for DTC.
(ii) Each Global Security initially shall:
shall (i) be registered in the name of the Depositary DTC for such Global Security or the nominee of such Depositary; and
DTC (ii) be delivered to the Trustee as custodian for such DepositaryDTC and (iii) bear the legend as required by Section 2.1(c) herein. Members of, or participants in, the Depositary DTC (“DTC ParticipantsAgent Members”) shall have no rights under this the Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under such Global Security, and the Depositary may DTC will be treated by the Company, the Trustee and any agent of the Company or the Trustee any of them as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, any of them from (A) giving effect to any written certification, proxy or other authorization furnished by the Depositary DTC or impair(B) impairing, as between the Depositary DTC and the DTC ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of a Holder beneficial owner of any Security.
(biii) Transfers Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Security, (A) if DTC notifies the Company that it is unwilling or unable to continue to act as a clearing agency and a successor clearing agency is not appointed within 120 days, or (B) if DTC so requests following an Event of Default, or (C) if, in the case of (A) or (B), the owner of a Book-Entry Interest requests such exchange in writing delivered through DTC (including following an Event of Default). In connection with a transfer of an entire Global Security to beneficial owners pursuant to this paragraph (iii), the applicable Global Security shall be limited deemed to transfers of such Global Security in wholebe surrendered to the Trustee for cancellation, but not in partand the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in the Depositaryapplicable Global Security, its successors or their respective nominees. Beneficial owners an equal aggregate principal amount of Definitive Securities, as the case may transfer their interests in Global Securities in accordance with the rules and procedures be, of the Depositaryauthorized denominations.
(civ) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 1 contract
Samples: First Supplemental Indenture (Navistar International Corp)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository, its successors or the nominee of such Depositary; and
their respective nominees, (ii) be delivered to the Trustee as custodian for the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends such DepositaryGlobal Securities are required to bear under Section 2.17. Members of, or participants in, the Depositary Depository (“DTC 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 such the Global Security, and the Depositary 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 Investor Security that is a Global Security shall be subject to the rights under Section 9.02 and Section 10.03(c) of the beneficial owners of such Investor Security. Notwithstanding the foregoing, nothing contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial owners may transfer their interests in Global In addition, one or more Physical Securities in accordance with the rules and procedures shall be transferred to each owner of the Depositary.
(c) Any a beneficial interest in one of a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depository notifies the Trustee in writing Company that the Depositary Depository is no longer willing unwilling or able unable to continue to act as Depositary depository for the any Global Securities Security, or the Depositary Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and and, in either case, a successor depositary for the Global Securities Depository is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
cessation or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositarybeneficial owner (via the Depository) of the relevant Securities to issue Physical Securities. For the avoidance of doubt, subject to this Section 2.08(e)if any event described in clause (i) of the immediately preceding sentence occurs, the Depositary shall surrender such any owner of a beneficial interest in any Global Security will be entitled to receive one or Global more Physical Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security its beneficial interest or interests in the Global Securities, Physical Securitiesand if any event described in clause (ii) of the immediately preceding sentence occurs, as applicable, in an aggregate principal amount equal only the beneficial owner that has made a written request to the principal amount of such Global Security Registrar (via the Depository) will be entitled to receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the The Company may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, for 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.
(c) 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 restrictions set forth in the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this clause (i).
Appears in 1 contract
Samples: Indenture (Azz Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit C.
(a) Members of, or participants in, the Depositary Depository (“DTC Participants”) and any other owners of beneficial interests in a Global Security 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 such any Global Security, and the Depositary Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such any Global Security for all purposes whatsoever. The Company, the Trustee and the Securities Registrar shall be entitled to deal with any depositary, and any nominee thereof, that is the Holder of any such Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and Liquidated Damages, 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 Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of any such 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 such depositary and any participant in such depositary or between or among any such depositary, any such participant 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, nothing contained 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 the DTC Participants, 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, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 1 contract
Samples: Indenture (United Refining Co)
Book-Entry Provisions for Global Securities. (a) The Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Securities initially shall:
(i) be registered in the name Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary or the for such series to a nominee of such Depositary; and
(ii) be delivered Depositary or by a nominee of such Depositary to the Trustee as custodian such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. Neither the Issuer, the Guarantor, the Trustee, nor any of their agents 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 Registered Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depositary (“DTC Participants”"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 such Registered Global Security, and the Depositary may be treated by the CompanyIssuer, the Guarantor, the Trustee and any agent of the Company Issuer, the Guarantor or the Trustee as the absolute owner of such Registered Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the CompanyIssuer, the Guarantor, the Trustee or any agent of the Company Issuer, the Guarantor 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 the DTC Participantsits 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, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Registered Global Security may grant proxies and otherwise authorize any Personperson, including DTC Participants Agent Members and Persons persons that may hold interests through DTC ParticipantsAgent Members, to take any action that which a Holder is entitled to take under this Indenture or the Securities.
(e) . Interests of beneficial owners in a Registered Global Security may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section. If at any time:
(i) time the Company Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Trustee in writing Issuer that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary for the Global such Registered Securities or if at any time the Depositary ceases to for such Registered Securities shall no longer be a “clearing agency” registered eligible under Section 2.4, the Exchange Act, and Issuer shall appoint a successor depositary Depositary eligible under Section 2.4 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.4 for the Global such Registered Securities is not appointed by the Company Issuer within 90 days of after the Issuer receives such notice or cessation;
(ii) becomes aware of such ineligibility, the Company, at its option, notifies the Trustee in writing Issuer's election pursuant to Section 2.3 that it elects to cause the issuance of the such Registered Securities in definitive form under this Indenture in exchange for all or any part of the Securities be represented by a one or more Registered Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing Securities shall no longer be effective and the Registrar has received a request from Issuer and the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall Guarantor will execute, and the Trustee shall Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver deliver, Securities of such series in exchange for such Global Security or Global Securitiesdefinitive registered form without Coupons, Physical Securitiesin any authorized denominations, as applicableof like tenor, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Registered Global Security or Securities (representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any nominee thereof).
(f) Notwithstanding time and in its sole discretion determine that the foregoingRegistered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer and the Guarantor will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without Coupons, in connection with any transfer authorized denominations, of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08like tenor, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an aggregate principal amount equal to the principal amount of the beneficial interest in such Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities. If specified by the Issuer pursuant to be transferredSection 2.3 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer and the Company Guarantor shall execute, and the Trustee shall authenticate and deliver, one without service charge,
(i) to the Person specified by such Depositary a new Registered Security or more Physical Securities of the same series, of any authorized denominations as requested by such Person, of like tenor tenor, in an aggregate principal amount equal to and amountin exchange for such Person's beneficial interest in the Registered Global Security; and
(ii) to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered pursuant to clause (i) above. Upon the exchange of a Registered Global Security for Securities in definitive registered form without coupons, of like tenor, in authorized denominations, such Registered Global Security shall be canceled by the Trustee or an agent of the Issuer or the Trustee. Securities in definitive registered form without coupons issued in exchange for a Registered Global Security pursuant to this Section 2.8 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered. All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Issuer and, in the case of the Guarantees, of the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture and the Guarantees, as the Securities surrendered upon such transfer or exchange. Notwithstanding anything herein or in the terms of any series of Securities to the contrary, none of the Issuer, the Trustee or any agent of the Issuer or the Trustee (any of which, other than the Issuer, shall rely on an Officers' Certificate and an Opinion of Counsel) shall be required to exchange any Unregistered Security for any Outstanding Registered Security if such exchange would result in adverse tax consequences to the Issuer (such as, for example, the inability of the Issuer to deduct from its income, as computed for tax purposes, the interest payable on the Unregistered Securities) under then applicable tax laws.
Appears in 1 contract
Samples: Indenture (Sysco Corp)
Book-Entry Provisions for Global Securities. (a) The Global Securities Each global Security initially shall:
shall (i) be registered in the name of the Depositary for such global Security or the nominee of such Depositary; and
, and (ii) be delivered delivered, as applicable, either to the Trustee Trustee, as custodian for such U.S. Depositary, or to the Common Depositary. Members of, or participants Participants in, the Depositary (“DTC Participants”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global global Security held on their behalf by the Depositary, or the Trustee as its custodiancustodian or the Common Depositary, as applicable, or under such Global global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the DTC Participantsits 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 global Security shall be limited to transfers of such Global global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial owners may transfer their Transfers of interests in Global Securities one global Security to parties who will hold the interests through the same global Security will be effected in the ordinary way in accordance with the respective rules and operating procedures of the Depositary.applicable Depositaries. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" of Euro-clear and the "General Terms and Conditions of Clearstream" and "Customer Handbook" of Cedel S.A. shall be applicable to interests in the global Securities that are held by Agent Members through Euro-clear and Cedel S.A.
(c) Any beneficial interest in one of the Global global Securities that is transferred to a person who takes delivery in the form of an interest in another Global global Security will, upon transfer, cease to be an interest in such Global global Security and become an interest in such other Global 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 global Security for as so long as it remains such an interest.
(d) The registered Holder holder of a Global global Security may grant proxies and otherwise authorize any Personperson, including DTC Participants Agent Members and Persons persons that may hold interests through DTC ParticipantsAgent Members, to take any action that which a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
The Securities are initially solely issuable as global Securities. Registered Securities shall only be transferred to all beneficial owners in exchange for their beneficial interests in a global Security, if (i) the Company Depositary with respect to such global Securities notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary for such global Security, as the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Actcase may be, and a successor depositary for the Global Securities Depositary is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request to the foregoing effect from the Depositary, subject to this Section 2.08(e), Depositary or the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)Trustee.
(f) Notwithstanding All Securities issued upon any transfer or exchange of Securities shall be valid, legally enforceable obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.
SECTION 7. For the sole benefit of the Holders of the Senior Notes and Senior Debentures, Section 307 shall be amended by deleting the first paragraph thereof and replacing such paragraph in its entirety with the following:
(a) Interest on any Registered Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid, in immediately available funds, to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002; PROVIDED, HOWEVER, that each installment of interest on any Registered Security may at the Company's option be paid in immediately available funds by transfer to an account maintained by the payee located in the United States.
SECTION 8. For the sole benefit of the Holders of the Senior Notes and Senior Debentures, Section 501 shall be amended by deleting in subparagraphs (4) and (5) thereunder, the references to the amount $100 million, and replacing such references with the amount $250 million.
SECTION 9. For the sole benefit of the Holders of the Senior Notes and Senior Debentures, the first paragraph of Section 1007 of the Indenture is hereby deleted and replaced by the following paragraphs: The Company shall, subject to the exceptions and limitations set forth below, pay as additional interest on the Securities of any series, such additional amounts (the "ADDITIONAL AMOUNTS") as are necessary in order that the net payment to be made by the Company or by a Paying Agent on behalf of the Company, of the principal of and interest on a series of Securities to a Holder who is a non-United States Person, after deduction for any present or future tax, assessment or other governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to such payment, will not be less than the amount provided in the Securities to be then due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay Additional Amounts shall not apply:
(1) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder, if the Holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary Holder, being considered as:
(a) being or having been present or engaged in a trade or business in the United States or having had a permanent establishment in the United States;
(b) having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;
(c) being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax;
(d) being or having a "10-percent shareholder" of the Company, as defined in Section 871(h)(3) of the United States Internal Revenue Code or any successor provision thereof; or
(e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(2) to any Holder that is not the sole beneficial owner of a Security, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership would not have been entitled to the payment of any Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(3) to any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States, or otherwise with respect to the status, of the Holder or beneficial owner of such Security (or any beneficiary, settlor, beneficial owner or member thereof), if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party, or by any official interpretation or ruling promulgated pursuant to any of the foregoing, in connection with as a precondition to exemption from such tax, assessment or other governmental charge;
(4) to any transfer tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or by a Paying Agent on its behalf from the payment;
(5) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a portion change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or similar tax, assessment or other governmental charge;
(7) to any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of or interest on any Security, if such payment can be made without such withholding by any other Paying Agent on behalf of the beneficial interests Company; or
(8) in a Global Security the case of any combination of items (1), (2), (3), (4), (5), (6) and (7). The Securities are subject in all cases to beneficial owners pursuant to paragraph (e) of any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as otherwise provided for in this Section 2.081007 and Section 1101, 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 executenot be required to make any payments with respect to any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any, on) or interest on, or in respect of, any Security of a series or payment of any related coupon or the net proceeds received on the sale or exchange of a Security of a series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series established pursuant to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.
SECTION 10. For the sole benefit of the Holders of the Senior Notes and the Trustee shall authenticate Senior Debentures, Section 1010 of the Indenture is hereby deleted in its entirety and deliver, one or more Physical Securities of like tenor and amount.replaced by the following Section 1010:
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to deposited with the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit A. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained herein shall (i) 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 (ii) impair, as between the Depositary Depository and the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Rule 144A Global Security may transfer their be transferred or exchanged for interests in an Institutional Accredited Investor Global Security or a Regulation S Global Security, interests of beneficial owners in an Institutional Accredited Investor Global Security may be transferred or exchanged for interests in a Rule 144A Global Security or a Regulation S Global Security and interests of beneficial owners in a Regulation S Global Security may be transferred or exchanged for interests in a Rule 144A Global Security or an Institutional Accredited Investor Global Security, in each case in accordance with the rules and procedures of the Depository and the provisions of Section 313. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 313. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary a depository for such Global Security or if at any time the Global Securities or the Depositary Depository ceases to be a “clearing agency” agency registered under the Exchange Act, and a successor depositary for the Global Securities depository is not appointed by the Company within 90 days of such notice or cessation;
days, (ii) the Company, at its option, notifies Company executes and delivers to the Trustee in writing a notice that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a such Global Security shall be so transferable, registrable and exchangeable, and such transfer shall be registrable, or Global Securities; or
(iii) an there shall have occurred and be continuing a Default or Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject with respect to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)Security.
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 deliver, one or more Physical Securities of like tenor and amountprincipal amount of authorized denominations.
(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 exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor of authorized denominations.
(e) Any Physical Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) or (c) of this Section 312 shall, except as otherwise provided by paragraph (d) of Section 313, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth in Exhibit A.
(f) The Holder of 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.
(g) In the event that a Global Security is exchanged for Physical Securities pursuant to this Section 312 prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of Sections 312 and 313 (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) as applicable, bear legends as set forth in Section 2.02; provided, however, that Global Securities bearing the legend required under Section 2.02(a) hereof shall be certificated and held separately from Global Securities not containing such legend. Members of, or participants in, the Depositary (“DTC Participants”"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 such any Global Security, and the Depositary may be treated by the Company, the Guarantor, the Trustee and any agent of the Company Company, the Guarantor or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, the Guarantor, the Trustee or any agent of the Company Company, the Guarantor 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 the DTC Participantsits 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, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global Securities be transferred in accordance with the applicable rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this provisions of Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)2.
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 1 contract
Samples: Senior Guaranteed Convertible Notes Indenture (Impsat Fiber Networks Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depositary Depository (“DTC "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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.16; provided, however, that Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default De- fault has occurred and is continuing and the Registrar has received a request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 deliver, 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) of this Section 2.15, the Global Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Securities, 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 Holder of any Global Security may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities and the Trustee is entitled to rely upon any electronic instructions from beneficial owners to the Holder of any Global Security.
Appears in 1 contract
Samples: Indenture (Polymer Group Inc)
Book-Entry Provisions for Global Securities. (a) The If Securities of or within a series are issuable in whole or in part in global form (such Securities in global form, “Global Securities Securities”, and each such Security in global form, a “Global Security”), then each Global Security of such series initially shall:
(i) be registered in the name of the Depositary or the nominee of such the Depositary; and;
(ii) be delivered to the Trustee Security Custodian;
(iii) bear the appropriate legend as custodian for such Depositaryset forth in Section 2.08. Members Any Global Security may be represented by more than one certificate. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Security Custodian and the Depositary or its nominee as provided in this Indenture.
(b) Except as provided below, members of, or participants in, the Depositary (“DTC ParticipantsAgent 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 custodianSecurity Custodian, or under such any Global Security, and the Depositary may be treated by the Company, the Trustee Trustee, the Security Custodian, the Paying Agent, the Registrar 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 contained herein shall prevent the Company, the Trustee Trustee, the Security Custodian, the Paying Agent, the Registrar 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 or impair, as between the Depositary and the DTC Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
(b) Transfers an owner of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the any Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) Security. The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants Agent Members and Persons that may hold interests through DTC ParticipantsAgent members, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(ec) If at None of the Trustee, the Paying Agent or the Registrar shall have any time: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 Holders and all payments to be made to Holders 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). Except to the extent otherwise set forth in this Section 2.7, the rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to its applicable procedures. Except to the extent otherwise set forth in this Section 2.7, the Trustee, the Paying Agent and the 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 Registrar shall have any responsibility or liability for any acts or 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.
(d) Except as provided below, owners of beneficial interests in Global Securities will not be entitled to receive Certificated Securities.
(i) 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.
(ii) Certificated Securities shall be issued to all owners of beneficial interests in a Global Security in exchange for such interests if:
(A) The Depositary (1) notifies the Company notifies the Trustee in writing that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary depositary for the such Global Securities Security, or the Depositary (2) ceases to be a “clearing agency” registered under the Exchange Actqualified to serve as Depositary and, and in either case, a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessationnotice;
(iiB) the The Company, at its option, notifies executes and delivers to the Trustee in writing and Registrar a Company Order that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a such Global Security or Global Securitiesshall be so exchangeable; or
(iiiC) an An Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)other Holder of a Global Security.
(fe) Notwithstanding the foregoing, in In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (ec) of this Section 2.082.07, 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 delivermake available for delivery, one or more Physical Certificated Securities of like tenor and amount. In connection with the exchange of an entire Global Security for Certificated Securities pursuant to paragraph (c) of this Section 2.07, 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 aggregate principal amount of Certificated Securities of such series of like tenor and terms and in authorized denominations.
(f) 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 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, Certificated Securities shall be issued to all owners of beneficial interests in a Global Security in exchange for such interests as provided in subsection (c) above.
(g) Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. 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 will, upon transfer, cease to be an interest in the first such Global Security and become an interest in the second such 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.
(h) In the event that Certificated Securities are not issued to each Holder of a beneficial interest in a Global Security promptly after the Registrar has received a request from the Holder of a Global Security to issue such Certificated Securities in accordance with Section 2.07(c)(ii)(C), the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.06 or Section 6.07 hereof, the right of any beneficial Holder of Notes to pursue such remedy with respect to the portion of the Global Security that represents such beneficial Holder’s Securities as if such Certificated Securities had been issued.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear the legend for Global Securities as set forth in Exhibit B(II). Members of, or participants in, the Depositary (“DTC "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 such the Global SecuritySecurities, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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, its successors or their respective nominees. Beneficial In addition, permanent certificated Securities in registered form, substantially in the form set forth in Exhibit A (the "Physical Securities"), shall be transferred to all beneficial owners may transfer in exchange for their beneficial interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depositary notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depositary is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depositary to issue Physical Securities. Except as provided in this Section 2.08(e2.15(b), the Depositary shall surrender such Global Security or owners of beneficial interests in Global Securities will not be entitled to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, receive Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in In connection with any issuance of Physical Securities upon the transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners Securities pursuant to paragraph (eb) of this Section 2.082.15, 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 aggregate principal amount of such Global Security Securities in an amount equal to the aggregate initial aggregate principal amount of the beneficial interest in such the Global Security Securities to be transferred, and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Securities of authorized denominations in an aggregate principal amount equal to the aggregate principal amount of the beneficial interest in the Global Securities so transferred.
(d) In connection with the transfer of the Global Securities in their entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Securities, an equal aggregate principal amount of Physical Securities of like tenor authorized denominations.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Securities 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 Holder of the Global Securities may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Samples: Indenture (Charming Shoppes Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear legends as set forth in Exhibit C. Neither the Company nor any agent of the Company 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 (“DTC "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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.17. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company within 90 days of such notice or cessation;
notice, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Physical Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security Depository or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, to issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 deliver, one or more Physical Securities of like tenor authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Security so transferred.
(d) In connection with the transfer of a Global Security as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.16, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and amountthe Company shall execute and the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the 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 Holder of any Global Security may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, 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 any of them, may treat as the instrument or writing of a Holder any instrument or writing of any Person that is identified by the Depository as the owner of a beneficial interest in the Global Security.
Appears in 1 contract
Samples: Indenture (Bway Corp)
Book-Entry Provisions for Global Securities. (a) The U.S. Global Securities Security and Offshore Global Security initially shall:
shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear legends as set forth in Section 2.02. Members of, or participants in, the Depositary (“DTC Participants”"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 such any Global Security, and the Depositary may be treated by the CompanyCompany and, after the Assumption Date, GST USA and GST, the Trustee and any agent of the Company and, after the Assumption Date, GST USA and GST or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the CompanyCompany and, after the Assumption Date, GST USA and GST, the Trustee or any agent of the Company and, after the Assumption Date, GST USA and GST 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 the DTC Participantsits 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, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global Securities be transferred in accordance with the applicable rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this provisions of Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)2.
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in EXHIBIT C. Members of, or participants in, the Depositary Depository (“DTC "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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.16. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (eb) of this Section 2.082.15, the Registrar Global Securities shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor authorized denominations.
(d) 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 Holder of any Global Security may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Samples: Indenture (Simonds Industries Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depositary, its successors or the nominee of such Depositary; and
their respective nominees, (ii) be delivered to the Trustee as custodian for the Depositary, its successors or their respective nominees, as the case may be, and (iii) bear the legends such DepositaryGlobal Securities are required to bear under Section 2.17. Members of, or participants in, the Depositary (“DTC 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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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, its successors or their respective nominees. Beneficial owners may transfer their interests in Global In addition, one or more Physical Securities in accordance with the rules and procedures shall be transferred to each owner of the Depositary.
(c) Any a beneficial interest in one of a Global Security, as identified by the Depositary, in exchange for its beneficial interest in the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depositary notifies the Trustee in writing Company that the Depositary is no longer willing unwilling or able unable to continue to act as Depositary depositary for the any Global Securities Security, or the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and and, in either case, a successor depositary for the Global Securities Depositary is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
cessation or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositarybeneficial owner of the relevant Securities to issue Physical Securities. For the avoidance of doubt, subject to this Section 2.08(e)if any event described in clause (i) of the immediately preceding sentence occurs, the Depositary shall surrender such any owner of a beneficial interest in any Global Security will be entitled to receive one or Global more Physical Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security its beneficial interest or interests in the Global Securities, Physical Securitiesand if any event described in clause (ii) of the immediately preceding sentence occurs, as applicable, in an aggregate principal amount equal only the beneficial owner that has made a written request to the principal amount of such Global Security Registrar will be entitled to receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the The Company may also exchange beneficial interests in a Global Security for one or more Physical Securities registered in the name of the owner of beneficial interests if the Company and the owner of such beneficial interests agree to so exchange.
(c) In connection with the transfer of a Global Security in its entirety to beneficial owners pursuant to paragraph (e) of this Section 2.082.15(b), 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 shall be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more 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 like tenor authorized denominations.
(d) 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 Holder of any Global Security may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, 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 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) 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 (Quantum Corp /De/)
Book-Entry Provisions for Global Securities. (a) The Each Global Securities Security initially shall:
shall (i) be registered in the name of the Depositary for such Global Security or the nominee of such Depositary; and
, (ii) be delivered to the Trustee Trustee, as custodian for such Depositary, and (iii) bear legends as set forth on the face of the form of the Senior Note or of the form of the Senior Debenture, as applicable. Members of, or participants Participants in, the Depositary (“DTC ParticipantsAgent 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 such Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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, its successors or their respective nominees. Beneficial owners may transfer their Transfers of interests in one Global Securities Security to parties who will hold the interests through the same Global Security will be effected in the ordinary way in accordance with the rules and operating procedures of the applicable Depositary. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” of Euroclear and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream shall be applicable to interests in the Global Securities that are held by Agent Members through Euroclear and Clearstream.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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 so long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (ec) of this Section 2.08305A, 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.
(e) In connection with the transfer of the Global Securities, in whole, to beneficial owners pursuant to paragraph (b) of this Section 305A, the Global Securities shall be deemed to be surrendered to the Trustee for cancellation.
(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.
(g) The Securities are initially solely issuable as Global Securities. Registered Securities shall be physically transferred to all beneficial owners in definitive form in exchange for their beneficial interests in a Global Security, if the Depositary with respect to such Global Securities notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security, as the case may be, and a successor Depositary is not appointed by the Company within 90 days of such notice.
(h) All Securities issued upon any transfer or exchange of Securities shall executebe valid, legally enforceable obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.
SECTION 9. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS FOURTH SUPPLEMENTAL INDENTURE.
SECTION 10. This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
SECTION 11. Except as herein amended with respect to the Securities, all applicable terms, conditions and provisions of the Indenture, as supplemented, shall continue in full force and effect and shall remain binding and enforceable in accordance with their respective terms.
SECTION 12. The Trustee shall authenticate makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recital and deliver, one or more Physical Securities statements herein are deemed to be those of like tenor the Company and amountnot of the Trustee.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such DepositaryDepository and (iii) bear the legend for Global Securities as set forth in EXHIBIT B(II). Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial In addition, permanent certifi- cated Securities in registered form, in the form set forth in EXHIBIT A (the "PHYSICAL SECURITIES"), shall be transferred to all beneficial owners may transfer in exchange for their beneficial interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 and the Trustee shall authenticate and deliver one or more Physical Securities of authorized denominations in an aggregate principal amount equal to the aggregate principal amount of the beneficial interest in the Global Security so transferred.
(d) In connection with the transfer of a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more to each beneficial owner identified by the Depository in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of like tenor 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 Holder of any Global Security may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Samples: Indenture (Gilead Sciences Inc)
Book-Entry Provisions for Global Securities. (a) Except as indicated below in this Section 2.15, the Notes shall be represented only by Global Securities. The Global Securities initially shall:
shall be deposited with a Depositary for such Notes (i) and shall be registered in the name of the such Depositary or its nominee). The Depositary for the nominee Notes shall be DTC unless the Company appoints a successor Depositary by delivery of such Depositary; and
(ii) be delivered a Company Order to the Trustee as custodian for specifying such successor Depositary. Members of, or participants in, the Depositary (“DTC Participants”) shall have no rights under this Indenture with respect to any All payments on a Global Security held on their behalf by will be made to DTC or its nominee, as the Depositarycase may be, or as the Trustee as its custodian, or under registered owner and Holder of such Global Security. The Company will be fully discharged by payment to or to the order of such Depositary from any responsibility or liability in respect of each amount so paid. Upon receipt of any such payment in respect of a Global Security, and DTC will credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the Depositary may 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, a Global Security may not be transferred except as a whole by the foregoing, nothing contained 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 case may be, but only under the DTC Participantscircumstances described in this Section 2.15, the operation 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, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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, for Physical Notes if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) DTC notifies the Company notifies the Trustee in writing that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary for the such Global Securities or the Depositary Security, (ii) DTC ceases to be a “clearing agency” "Clearing Agency" registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing with respect thereto and the Registrar has received owner of a request from beneficial interest therein requests such exchange or transfer. Upon the Depositaryoccurrence of any of the events described in the preceding sentence, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and cause the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, appropriate Physical Securities, as applicable, in an aggregate principal amount equal Notes to be delivered to the principal amount owners of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a the Global Security to Securities or the Participants in DTC through which such owners hold their beneficial owners pursuant to paragraph (e) of this Section 2.08, the Registrar interest. Physical Notes shall reflect on its books and records the date and a decrease be exchangeable or transferable for interests 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 deliver, one or more other Physical Securities of like tenor and amountNotes as described herein.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
(i) be registered in the name of the Depositary or the nominee of such Depositary; and
(ii) be delivered to the Trustee as custodian for such Depositary. Members of, or participants in, the Depositary (“ DTC Participants “DTC 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 such Global Security, and the Depositary 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 contained 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 the DTC Participants, 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, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depositary Depository (“DTC "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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.17. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (eb) of this Section 2.082.15, 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 delivermake 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) of this Section 2.15, the Global Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and make available for delivery, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Securities, 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 Holder of any Global Security may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Samples: Indenture (Leslies Poolmart Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 3.15. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 deliver, one or more Physical Securities of like tenor and amountprincipal amount of authorized denominations.
(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 exchange for its beneficial interest in the Global Securities, 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.
(f) The Holder of 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.
Appears in 1 contract
Samples: Indenture (Optel Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such Depositarythe Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 2.02. Members of, or participants in, the Depositary (“DTC ParticipantsAgent 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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests be transferred or exchanged, in Global Securities whole or in part, for Physical Securities, upon the request of a participant of the Depositary by written notice given to the Trustee by or on behalf of the Depositary, in accordance with the rules and procedures of the Depositary.
(c) Any Depositary and the provisions of Section 3.10. In addition, Physical Securities shall be transferred to all beneficial interest owners in one of exchange for their beneficial interests in the Global Securities if (i) such Depositary has notified the Company that the Depositary (A) is transferred unwilling or unable to a person who takes delivery in the form of an interest in another Global Security will, upon transfer, cease to be an interest in continue as Depositary for 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.
or (dB) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases has ceased to be a “clearing agency” agency registered under the Exchange ActAct when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary for the Global Securities is not Depositary shall have been appointed by the Company within 90 days of such notice or cessation;
notification, (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security and the Trustee has received a request from the Depositary that Physical Securities be issued or (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Physical Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), applicable procedures of the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount Depositary; provided that Holders of such Global Security or Global Securities. Such Physical Securities offered and sold in reliance on Rule 144A shall have the right, subject to applicable law, to request that such Securities be registered exchanged for interests in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such applicable Global Security or Securities (or any nominee thereof)Security.
(fc) Notwithstanding the foregoing, in 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 (eb) of this Section 2.08above, 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 deliver, one or more Physical Securities of like tenor and amount.
(d) In connection with the transfer of the entire Global Security to beneficial owners pursuant to paragraph (b) above, the Global Security 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 Depositary in exchange for its beneficial interest in the Global Security, an equal aggregate Principal Amount of Physical Securities of authorized denominations 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 Holder of the Global 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 that a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Samples: Indenture (World Acceptance Corp)
Book-Entry Provisions for Global Securities. (a) The Each Global Securities Security initially shall:
shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear legends as set forth in Section 204 of the Base Indenture. Members of, or participants in, the Depositary (“DTC ParticipantsAgent 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 such Global Security, and the Depositary 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 contained 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 the DTC Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder beneficial owner of any Security. 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 Global Securities.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nomineesNominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global Securities be transferred or exchanged for physical Notes in accordance with the applicable rules and procedures of the DepositaryDepositary and the provisions of Sections 305 of the Base Indenture.
(c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners for physical Notes pursuant to paragraph (b), the Security Registrar shall record on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the beneficial interest in the Global Security being transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more physical Notes of like tenor and principal amount of authorized denominations.
(d) In connection with a transfer of an entire Global Security to beneficial owners pursuant to paragraph (b), the applicable Global Security 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 Depositary in exchange for its beneficial interest in the applicable Global Security, an equal aggregate principal amount at maturity of physical Notes of the same series of authorized denominations.
(e) Any beneficial interest in one of the Global Securities that is transferred to a person Person who takes delivery in the form of an interest in another the other Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security transfer in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.15. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 delivermake 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 Securi- ties, 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 Holder of 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.
Appears in 1 contract
Samples: Indenture (Samsonite Holdings Inc)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository, its successors or the nominee of such Depositary; and
their respective nominees, (ii) be delivered to the Trustee as custodian for the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends such DepositaryGlobal Securities are required to bear under Section 2.17. Members of, or participants in, the Depositary Depository (“DTC 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 such the Global Security, and the Depositary 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 SL Security that is a Global Security shall be subject to the rights under Section 9.02, Section 10.02(c) and Section 13.01 of the beneficial owners of such SL Global Security. Notwithstanding the foregoing, nothing contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial owners may transfer their interests in Global In addition, one or more Physical Securities in accordance with the rules and procedures shall be transferred to each owner of the Depositary.
(c) Any a beneficial interest in one of a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depository notifies the Trustee in writing Company that the Depositary Depository is no longer willing unwilling or able unable to continue to act as Depositary depository for the any Global Securities Security, or the Depositary Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and and, in either case, a successor depositary for the Global Securities Depository is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
cessation or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositarybeneficial owner (via the Depository) of the relevant Securities to issue Physical Securities. For the avoidance of doubt, subject to this Section 2.08(e)if any event described in clause (i) of the immediately preceding sentence occurs, the Depositary shall surrender such any owner of a beneficial interest in any Global Security will be entitled to receive one or Global more Physical Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security its beneficial interest or interests in the Global Securities, Physical Securitiesand if any event described in clause (ii) of the immediately preceding sentence occurs, as applicable, in an aggregate principal amount equal only the beneficial owner that has made a written request to the principal amount of such Global Security Registrar (via the Depository) will be entitled to receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the The Company may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, for 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.
(c) 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 restrictions set forth in the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this clause (i).
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depositary, its successors or the nominee of such Depositary; and
their respective nominees, (ii) be delivered to the Trustee as custodian for the Depositary, its successors or their respective nominees, as the case may be, and (iii) bear the legends such DepositaryGlobal Securities are required to bear under Section 2.17. Members of, or participants in, the Depositary (“DTC 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 such the Global Security, and the Depositary 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 contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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, its successors or their respective nominees. Beneficial owners may transfer their interests in Global In addition, one or more Physical Securities in accordance with the rules and procedures shall be transferred to each owner of the Depositary.
(c) Any a beneficial interest in one of a Global Security, as identified by the Depositary, in exchange for its beneficial interest in the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depositary notifies the Trustee in writing Company that the Depositary is no longer willing unwilling or able unable to continue to act as Depositary depositary for the any Global Securities Security, or the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and and, in either case, a successor depositary for the Global Securities Depositary is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
cessation or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositarybeneficial owner of the relevant Securities to issue Physical Securities. For the avoidance of doubt, subject to this Section 2.08(e)if any event described in clause (i) of the immediately preceding sentence occurs, the Depositary shall surrender such any owner of a beneficial interest in any Global Security will be entitled to receive one or Global more Physical Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security its beneficial interest or interests in the Global Securities, Physical Securitiesand if any event described in clause (ii) of the immediately preceding sentence occurs, as applicable, in an aggregate principal amount equal only the beneficial owner that has made a written request to the principal amount of such Global Security Registrar will be entitled to receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the The Company may also exchange beneficial interests in a Global Security for one or more Physical Securities registered in the name of the owner of beneficial interests if the Company and the owner of such beneficial interests agree to so exchange.
(c) In connection with the transfer of a Global Security in its entirety to beneficial owners pursuant to paragraph (e) of this Section 2.082.15(b), 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 shall be deemed to be surrendered to the principal amount of the beneficial interest in such Global Security to be transferredTrustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, one or more 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 like tenor authorized denominations.
(d) 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 Holder of any Global Security may grant proxies and amountotherwise authorize any Person, including Participants and Persons that may hold interests through Participants, 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 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) 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
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such Depositarythe Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 2.02. Members of, or participants in, the Depositary (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests be transferred or exchanged, in Global Securities whole or in part, for Physical Securities, upon the request of a participant of the Depositary by written notice given to the Trustee by or on behalf of the Depositary, in accordance with the rules and procedures of the Depositary.
(c) Any Depositary and the provisions of Section 3.10. In addition, Physical Securities shall be transferred to all beneficial interest owners in one of exchange for their beneficial interests in the Global Securities if (i) such Depositary has notified the Company that the Depositary (A) is transferred unwilling or unable to a person who takes delivery in the form of an interest in another Global Security will, upon transfer, cease to be an interest in continue as Depositary for 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.
no successor Depositary shall have been appointed within 90 days or (dB) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases has ceased to be a “clearing agency” agency registered under the Exchange ActAct when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary for the Global Securities is not Depositary shall have been appointed by the Company within 90 days of such notice or cessation;
notification, (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security and the Trustee has received a request from the Depositary that Physical Securities be issued or (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Physical Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), applicable procedures of the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount Depositary; provided that Holders of such Global Security or Global Securities. Such Physical Securities offered and sold in reliance on Rule 144A shall have the right, subject to applicable law, to request that such Securities be registered exchanged for interests in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such applicable Global Security or Securities (or any nominee thereof)Security.
(fc) Notwithstanding the foregoing, in 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 (eb) of this Section 2.08above, 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 deliver, one or more Physical Securities of like tenor and amount.
(d) In connection with the transfer of the entire Global Security to beneficial owners pursuant to paragraph (b) above, the Global Security 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 Depositary in exchange for its beneficial interest in the Global Security, an equal aggregate Principal Amount of Physical Securities of authorized denominations 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 Holder of the Global 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 that a Holder is entitled to take under this Indenture or the Securities.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Each Global Securities initially shall:
(i) Security authenticated under the Indenture shall be registered in the name of the Depositary Depository designated for such Global Security or a nominee thereof and delivered to such Depository or nominee thereof or custodian therefor. Each such Global Security shall constitute a single Security for all purposes of the Indenture.
(b) Subject to Section 2.7 of the Base Indenture, any exchange of a Global Security for other Notes may be made in whole or in part, and all Notes issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depository for such Global Security shall direct in writing to the Trustee.
(c) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Note is registered in the name of a Person other than the Depository for such Global Security or a nominee thereof.
(d) Subject to the provisions of Section 3.03(f) below, the registered Holder 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 the Indenture or the nominee of such Depositary; andNotes.
(iie) be delivered In the event of the occurrence of any of the events specified in the fifth and sixth paragraphs of Section 2.7 of the Base Indenture, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons, with such reasonable adjustments, if any, to the forms of 2021 Note and 2026 Note set forth in Exhibit A and Exhibit B hereto, respectively, as custodian for may be necessary or advisable to reflect that such Depositary. Members definitive Notes are not Global Securities.
(f) Neither any members of, or participants in, the Depositary Depository (collectively, the “DTC ParticipantsAgent Members”) nor any other Persons on whose behalf Agent Members may act shall have no any rights under this the Indenture with respect to any Global Security held on their behalf by registered in the Depositary, name of the Depository or the Trustee as its custodianany nominee thereof, or under any such Global Security, and the Depositary Depository or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, Company or 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 such nominee, as the case may be, or impair, as between the Depositary Depository, its Agent Members and the DTC Participantsany other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any SecurityNote.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 1 contract
Samples: First Supplemental Indenture (Electronic Arts Inc.)
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary or the nominee of such Depositary; and
, (ii) be delivered to deposited with, or on behalf of, the Depositary or with the Trustee as custodian for such Depositarythe Depositary and (iii) bear legends as set forth in Section 2.2. Members of, or participants in, the Depositary (“DTC Participants”"Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, Depositary or the Trustee as its custodian, or under such the Global Security, and the Depositary 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 contained 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 Depositary, or shall impair, as between the Depositary and the DTC Participantsits 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, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global Securities be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 3.7. Beneficial owners may obtain U.S. Physical Securities in exchange for their beneficial interests in the U.S. Global Security upon request in accordance with the Depositary.
(c) Any 's and the Security Registrar's procedures. In addition, at any time following the Offshore Securities Exchange Date, upon receipt by the Trustee and the Company of a certificate substantially in the Form of Exhibit A hereto, the Company shall execute, and the Trustee shall authenticate and deliver to beneficial owners, in exchange for their beneficial interest in one the Offshore Global Security, Permanent Offshore Physical Securities (together with the U.S. Physical Securities, the "Physical Securities"). In connection with the execution, authentication and delivery of either of such Physical Securities, the Security Registrar shall reflect on its books and records a decrease in the principal amount of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another relevant Global Security willequal to the principal amount of such Physical Securities and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Securities having an equal aggregate principal amount. In addition, upon transfer, cease to Physical Securities shall be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject issued to all transfer restrictions, if any, and other procedures applicable to beneficial owners in exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
if (i) the Company Depositary notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary a depositary for the a Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in In connection with any transfer of a portion of the beneficial interests interest in a Global Security to beneficial owners pursuant to paragraph subsection (eb) of this Section 2.08to beneficial owners who are required to hold Physical Securities, the Security Registrar shall 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 deliver, deliver one or more Physical Securities of like tenor and amount.
(d) In connection with the transfer of an entire Global Security to beneficial owners pursuant to subsection (b) of this Section, such Global Security 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 Depositary, in exchange for its beneficial interest in 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 Permanent Offshore Physical Securities, as the case may be, of authorized denominations.
(e) Any Physical Security delivered in exchange for an interest in Global Securities pursuant to subsection (c) or subsection (d) of this Section shall, except as otherwise provided by paragraph (a)(i)(x) and paragraph (f) of Section 3.7
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary or the nominee of such Depositary; and
Depository, (ii) be delivered to deposited with, or on behalf of, the Depository or with the Trustee as custodian for such Depositarythe Depository and (iii) bear legends as set forth in Section 2.2. Members of, or participants in, the Depositary Depository (“DTC Participants”"Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, Depository or the Trustee as its custodian, or under such the Global Security, and the Depositary 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 contained 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 shall impair, as between the Depositary Depository and the DTC Participantsits 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 DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global Securities be transferred in accordance with the rules and procedures of the Depositary.
(c) Any Depository and the provisions of Section 3.7. Beneficial owners may obtain U.S. Physical Securities in exchange for their beneficial interests in the U.S. Global Security upon request in accordance with the Depository's and the Security Registrar's procedures. In addition, at any time following the Offshore Securities Exchange Date, upon receipt by the Trustee and the Company of a certificate substantially in the Form of Exhibit A hereto, the Company shall execute, and the Trustee shall authenticate and deliver to beneficial owners, in exchange for their beneficial interest in one the Offshore Global Security, Permanent Offshore Physical Securities (together with the U.S. Physical Securities, the "Physical Securities"). In connection with the execution, authentication and delivery of either of such Physical Securities, the Security Registrar shall reflect on its books and records a decrease in the principal amount of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another relevant Global Security willequal to the principal amount of such Physical Securities and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Securities having an equal aggregate principal amount. In addition, upon transfer, cease to Physical Securities shall be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject issued to all transfer restrictions, if any, and other procedures applicable to beneficial owners in exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary a Depository for the a Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities Depository is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary, subject to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)Depository.
(fc) Notwithstanding the foregoing, in In connection with any transfer of a portion of the beneficial interests interest in a Global Security to beneficial owners pursuant to paragraph subsection (eb) of this Section 2.08to beneficial owners who are required to hold Physical Securities, the Security Registrar shall 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 deliver, deliver one or more Physical Securities of like tenor and amount.
(d) In connection with the transfer of an entire Global Security to beneficial owners pursuant to subsection (b) of this Section, such Global Security 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 exchange for its beneficial interest in 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 Permanent Offshore Physical Securities, as the case may be, of authorized denominations.
(e) Any Physical Security delivered in exchange for an interest in Global Securities pursuant to subsection (c) or subsection (d) of this Section shall, except
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary; and
Depository, (ii) be delivered to the Trustee as custodian for such Depositary. Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary Depository (“DTC Participants”"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 such the Global Security, and the Depositary 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 contained 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 the DTC Participantsits 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 Securities shall be limited to transfers of such Global Security in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Beneficial Interests of beneficial owners in the Global Securities may transfer their interests in Global be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depository and the provisions of the Global Section 2.16. In addition, Physical Securities that is shall be transferred to a person who takes delivery all beneficial owners in the form of an interest in another Global Security 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 exchange for their beneficial interests in such other Global Security for as long as it remains such an interest.
(d) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Securities if (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary Depository for the any Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, Security and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject Depository to this Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, issue Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(fc) Notwithstanding the foregoing, in 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 (e) of this Section 2.08b), 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 deliver, 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 exchange for its beneficial interest in the Global Securities, 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) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.16, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth in Exhibit A-1.
(f) The Holder of 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.
Appears in 1 contract
Samples: Indenture (Sheffield Steel Corp)
Book-Entry Provisions for Global Securities. (a) The U.S. Global Securities Security and Offshore Global Security initially shall:
shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary; and
, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear legends as set forth in Section 2.02. Members of, or participants in, the Depositary (“DTC Participants”"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 such any Global Security, and the Depositary may be treated by the Company, the Guarantor, the Trustee and any agent of the Company Company, the Guarantor or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, the Guarantor, the Trustee or any agent of the Company Company, the Guarantor 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 the DTC Participantsits 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, its successors or their respective nominees. Beneficial Interests of beneficial owners in a Global Security may transfer their interests in Global Securities be transferred in accordance with the applicable rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this provisions of Section 2.08(e), the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)2.
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, one or more Physical Securities of like tenor and amount.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary or the nominee of such Depositary; and
, (ii) be delivered to deposited with, or on behalf of, the Trustee Depositary or with the Trustee, as custodian for such Depositary. Members of, or participants in, the Depositary and (“DTC Participants”iii) 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 such if a Restricted Global Security, bear the legend set forth in Section 202. The Depositary or its nominee shall be the Holder of the Global Securities, and owners of beneficial interests in the Securities represented by the Global Securities shall hold such interests pursuant to the Applicable Procedures. Any such owner's beneficial ownership of any such Securities will be shown only on, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner transfer of such Global Security for all purposes whatsoever. Notwithstanding the foregoingownership interest shall be effected only through, nothing contained 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 records maintained by the Depositary or impairits nominee. Investors in an Unrestricted Global Security may hold their interests in an Unrestricted Global Security through Euroclear or Cedelbank, as between if they are participants in such systems, or indirectly through organizations which are participants in such systems. Euroclear and Cedelbank will hold interests in an Unrestricted Global Security on behalf of their participants through customers' securities accounts in their respective names on the Depositary and books of their respective depositories, which, in turn, will hold such interests in an Unrestricted Global Security in customers' securities accounts in the DTC Participants, depositories' names on the operation of customary practices governing the exercise books of the rights of Depositary. All interests in a Holder of any Global Security, including those held through Euroclear or Cedelbank, may be subject to the Applicable Procedures.
(b) Transfers of a any Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial Interests of beneficial owners in any Global Security may transfer their interests in Global Securities be transferred in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one Depositary and the provisions of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
Section 312. Unless (i) the Company Depositary notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to continue to act as Depositary depositary for the a Global Securities Security or the Depositary ceases to be a “clearing agency” "Clearing Agency" registered under the Exchange Act, Act or announces an intention permanently to cease business or does in fact do so and a successor depositary for the Global Securities Depositary is not appointed by the Company within 90 days of such notice or cessation;
notice, (ii) a Default or an Event of Default has occurred and is continuing with respect to a Global Security, (iii) in the Companycase of a Global Security held for the account of Euroclear or Cedelbank, at its optionEuroclear or Cedelbank, as the case may be, is closed for business for 14 continuous Business Days or announces an intention to cease or permanently ceases business, or (iv) the Company notifies the Trustee in writing that it elects to cause the issuance issuances of the Securities in certificated form, owners of beneficial interests in a Global Security will not be entitled to have any portions of such Global Security registered in their names, will not receive or be entitled to receive physical delivery of Securities in definitive form under this Indenture and will not be considered the owners or holders of the Global Security.
(c) Securities issued in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
any portion thereof pursuant to the last sentence of subsection (iiib) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary, subject to this Section 2.08(e)shall be issued in definitive, the Depositary fully registered form, without interest coupons, shall surrender have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Securities Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Securities Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for cancellation and then the Company Depositary or its nominee with respect to such Global Security, the principal amount thereof shall executebe reduced, and by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver in the Security issuable on such exchange for such Global Security to or Global Securities, Physical Securities, as applicable, in an aggregate principal amount equal to upon the principal amount order of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as or an authorized representative thereof. In the beneficial owners, or participant nominees, event of the Securities represented by such Global Security or Securities (or occurrence of any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the beneficial interests events specified in a Global Security to beneficial owners pursuant to paragraph the last sentence of subsection (eb) of this Section 2.08312, 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 Company will promptly make available to the principal amount Trustee a reasonable supply of certificated Securities in definitive form.
(d) Neither the Company nor the Trustee shall have at any time any responsibility or liability to any owner of any beneficial interest in any Security or to any other person for any error, omission, action or failure to act on the part of the Depositary, Euroclear or Cedelbank with respect to payment, when due, to any such Global Security to be transferredowner of the principal, premium, if any, and interest on the Company shall executeSecurities, and proper recording of beneficial ownership of Securities, proper transfers of such beneficial ownership or any notices to beneficial owners or any other matter of similar or different kind pertaining to the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amountSecurities.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Each Global Securities Security initially shall:
shall (i) be registered in the name of the Depositary for such Global Security or the nominee of such Depositary; and
, in each case for credit to the account of an Agent Member, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear a legend as set forth in Section 2.3. Neither the Company, the Trustee, the Paying Agent, nor any other agent of the Company 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 (“DTC ParticipantsAgent 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 such Global Security, and the . The Depositary may be treated by the Company, any other obligor upon the Securities, the Trustee and any agent of the Company or the Trustee any of them as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, any other obligor upon the Securities, the Trustee or any agent of the Company or the Trustee, any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and the DTC Participantsits 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, its successors or their respective nominees. Beneficial owners may transfer their interests in Global Securities in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants Agent Members and Persons that may hold interests through DTC ParticipantsAgent Members, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(eb) If at any time:Transfers of a Global Security shall be limited to transfers of such Global Security in whole to the Depositary, its successors or their respective nominees.
(ic) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to continue to act as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, The transfer and a successor depositary for the Global Securities is not appointed by the Company within 90 days exchange of such notice or cessation;
(ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from beneficial interests therein shall be effected through the Depositary, subject to in accordance with this Section 2.08(e), Indenture and the procedures of the Depositary therefor.
(d) The Company, any other obligor upon the Securities or the Trustee, in the discretion of any of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Security, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 13.3.
(e) The Trustee shall surrender 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 Agent Members or beneficial owners of interests in any Global Security) other than to require delivery of such Global Security certificates and other documentation or Global Securities to the Trustee for cancellation and then the Company shall executeevidence as are expressly required by, and to do so if and when expressly required by the Trustee shall authenticate terms of, this Indenture, and deliver in exchange for such Global Security or Global Securities, Physical Securities, to examine the same to determine substantial compliance as applicable, in an aggregate principal amount equal to form with the principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof)express requirements hereof.
(f) Notwithstanding the foregoing, in connection with any transfer of a portion None of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08Company, the Registrar Trustee or any Agent shall reflect on its books and records have any responsibility or liability for any actions taken or not taken by 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 deliver, one or more Physical Securities of like tenor and amountDepositary.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall:
shall (i) be registered in the name of the Depositary Depository, its successors or the nominee of such Depositary; and
their respective nominees, (ii) be delivered to the Trustee as custodian for the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends such DepositaryGlobal Securities are required to bear under Section 2.17. Members of, or participants in, the Depositary Depository (“DTC 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 such the Global Security, and the Depositary 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 SLP Entities that are beneficial owners of such SLP Global Security. Notwithstanding the foregoing, nothing contained 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 the DTC Participants, the operation of customary practices governing the exercise of the rights of a 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 DepositaryDepository, its successors or their respective nominees. Beneficial owners may transfer their interests in Global In addition, one or more Physical Securities in accordance with the rules and procedures shall be transferred to each owner of the Depositary.
(c) Any a beneficial interest in one of a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security 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) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(e) If at any time:
(i) the Company Depository notifies the Trustee in writing Company that the Depositary Depository is no longer willing unwilling or able unable to continue to act as Depositary depository for the any Global Securities Security, or the Depositary Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and and, in either case, a successor depositary for the Global Securities Depository is not appointed by the Company within 90 ninety (90) days of such notice or cessation;
cessation or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositarybeneficial owner (via the Depository) of the relevant Securities to issue Physical Securities. For the avoidance of doubt, subject to this Section 2.08(e)if any event described in clause (i) of the immediately preceding sentence occurs, the Depositary shall surrender such any owner of a beneficial interest in any Global Security will be entitled to receive one or Global more Physical Securities to the Trustee for cancellation and then the Company shall execute, and the Trustee shall authenticate and deliver in exchange for such Global Security its beneficial interest or interests in the Global Securities, Physical Securitiesand if any event described in clause (ii) of the immediately preceding sentence occurs, as applicable, in an aggregate principal amount equal only the beneficial owner that has made a written request to the principal amount of such Global Security Registrar (via the Depository) will be entitled to receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners, or participant nominees, of the Securities represented by such Global Security or Securities (or any nominee thereof).
(f) Notwithstanding the foregoing, in connection with any transfer of a portion of the The Company may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (e) of this Section 2.08, 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 deliver, for 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.
(c) 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 restrictions set forth in the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this clause (i).
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Samples: Indenture (Motorola Solutions, Inc.)
