Book-Entry Provisions. This Section 2.1(e) shall apply only to Global Securities deposited with the Trustee, as custodian for DTC. (1) Each Global Security initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(5) and 2.1(f). If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. (2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Security, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Security. (3) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Securities, the Securities Custodian 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 the Global Security to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities of like tenor and amount. (4) In connection with the transfer of an entire Global Security to beneficial owners pursuant to Section 2.1(f), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. (5) 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. (6) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.
Appears in 3 contracts
Samples: Indenture (FriendFinder Networks Inc.), Indenture (FriendFinder Networks Inc.), Indenture (FriendFinder Networks Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (Avis Budget Group, Inc.), Indenture (Affinity Gaming, LLC)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (Cott Corp /Cn/), Indenture (Cott Corp /Cn/)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the TrusteeNotes Custodian, as custodian for DTC.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee Notes Custodian, as custodian for DTC DTC, and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will shall be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will Agent shall (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, willshall, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will shall thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian, as the custodian of DTC DTC, or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee Agent shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee Agent for cancellation, and the Issuers Issuer shall execute, and the Trustee Agent shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (Cumulus Media Inc), Indenture (Citadel Broadcasting Corp)
Book-Entry Provisions. (i) This Section 2.1(e2.01(f) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1A) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.01(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.01(f)(i)(D) and 2.1(fSection 2.01(g). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2B) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3C) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.01(g) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4D) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.01(g), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5E) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6F) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (Yum Brands Inc), Indenture (Yum Brands Inc)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the TrusteeRegistrar, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (IAA Spinco Inc.), Indenture (KAR Auction Services, Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry book‑entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (Reynolds Group Holdings LTD), Indenture (TripAdvisor, Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry book‑entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (CHURCHILL DOWNS Inc), Indenture (Churchill Downs Inc)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian Notes Custodian, and for DTCwhich the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC Notes Custodian and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry book‑entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (W R Grace & Co), Indenture (GCP Applied Technologies Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture, Indenture (Avaya Holdings Corp.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with or on behalf of the Trustee, as custodian for DTCCommon Depositary.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTCthe Common Depositary for the accounts of Euroclear and Clearstream, (y) be delivered to deposited with the Trustee as custodian for DTC Common Depositary and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the a Common Depositary or a nominee of such Common Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Common Depositary will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC Euroclear and Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC Common Depositary or under such Global SecurityNote, and DTC the Depositary may be treated by the IssuersIssuer, the Trustee Trustees and any agent of the Issuers Issuer or the Trustee Trustees as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee Trustees or any agent of the Issuers Issuer or the Trustee Trustees from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Custodian Registrar shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the U.S. Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers Issuer shall execute, and the U.S. Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (Primo Water Corp /CN/), Indenture (Cott Corp /Cn/)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (Builders FirstSource, Inc.), Indenture (Builders FirstSource, Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian Notes Custodian, and for DTCwhich the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC Notes Custodian and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (GCP Applied Technologies Inc.), Indenture (Versum Materials, Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and Section 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (Valley Telephone Co., LLC), Indenture (Valley Telephone Co., LLC)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the TrusteeCommon Depositary, as custodian for DTCthe accounts of Euroclear and Clearstream.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC the Common Depositary or the nominee of DTCthe Common Depositary, (y) be delivered to the Trustee as custodian Common Depositary for DTC the accounts of Euroclear and Clearstream and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Common Depositary, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Registrar will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC its custodian, or under such Global SecurityNote, and DTC the Depositary may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Custodian Registrar shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will shall be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will shall (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, willshall, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will shall thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate upon receipt of an Issuer Order and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate upon receipt of an Issuer Order and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (CPG Newco LLC), Indenture (CPG Newco LLC)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTCSecurities Custodian.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or Cede & Co. as the nominee of DTC, DTC and (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d)Securities Custodian. Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(5Sections 2.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (xA) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (yB) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC Securities Custodian or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Guarantors, the Trustee and any agent of the Issuers Issuer, the Guarantors or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Guarantors, the Trustee or any agent of the Issuers Issuer, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners Beneficial Owners who are required to hold Definitive SecuritiesNotes, the Securities Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and upon receipt of an Issuer Order the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners Beneficial Owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and upon receipt of an Issuer Order the Trustee shall authenticate and make available for delivery, to each beneficial owner Beneficial Owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (Ultra Petroleum Corp), Exchange Agreement (Ultra Petroleum Corp)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will shall be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will shall (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, willshall, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will shall thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (Armored AutoGroup Inc.), Indenture (Burger King Holdings Inc)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(3) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (J C Penney Co Inc), Indenture (J C Penney Co Inc)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the TrusteeCommon Depositary, as custodian for DTCthe accounts of Euroclear and Clearstream.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC the Common Depositary or the nominee of DTCthe Common Depositary, (y) be delivered to the Trustee as custodian Common Depositary, for DTC the accounts of Euroclear and Clearstream and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Common Depositary, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Registrar will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC its custodian, or under such Global SecurityNote, and DTC the Depositary may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Custodian Registrar shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee Depositary for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC the Registrar in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities deposited with the Trustee, as custodian for DTCSecurities Custodian.
(1ii) Each Global Security initially shall (x) be registered in the name of DTC or Cede & Co. as the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC Securities Custodian and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(5Section
2.1 (e)(v) and 2.1(f). If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by DTC or by the Trustee as the custodian of DTC Securities Custodian or under such Global Security, and DTC may be treated by the IssuersCompany, the Subsidiary Guarantors, the Trustee and any agent of the Issuers Company, the Subsidiary Guarantors or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Subsidiary Guarantors, the Trustee or any agent of the Issuers Company, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Security.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Securities, the Securities Custodian 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 the Global Security to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security to beneficial owners pursuant to Section 2.1(f), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.
(5vi) The registered Holder of a Global Security may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.
(6vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: Indenture (CNX Resources Corp), Indenture (CNX Resources Corp)
Book-Entry Provisions. (i) This Section 2.1(e2.1(c) shall apply only to Global Securities Notes deposited with the TrusteeRegistrar, as custodian for DTCthe Depository.
(1i) Each Global Security Note initially shall (x) be registered in the name of DTC the Depository or the nominee of DTCthe Depository, (y) be delivered to the Trustee as custodian Notes Custodian for DTC the Depository and (z) bear legends as set forth in Section 2.1(d2.1(b). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDepository, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(c)(iv) and 2.1(f2.1(d). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2ii) Members of, or participants in, DTC the Depository (“Agent Members”) shall have no rights under this First Supplemental Indenture with respect to any Global Security Note held on their behalf by DTC Depository or by the Trustee Notes Custodian as the custodian of DTC the Depository or under such Global SecurityNote, and DTC Depository may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC the Depository and its Agent Members, the operation of customary practices of DTC the Depository governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3iii) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(c) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4iv) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(d), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC the Depository in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5v) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this First Supplemental Indenture or the SecuritiesNotes.
(6vi) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 2 contracts
Samples: First Supplemental Indenture (RR Donnelley & Sons Co), First Supplemental Indenture (RR Donnelley & Sons Co)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities deposited with the Trustee, as custodian for DTCSecurities Custodian.
(1ii) Each Global Security initially shall (x) be registered in the name of DTC or Cede & Co. as the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC Securities Custodian and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by DTC or by the Trustee as the custodian of DTC Securities Custodian or under such Global Security, and DTC may be treated by the IssuersCompany, the Subsidiary Guarantors, the Trustee and any agent of the Issuers Company, the Subsidiary Guarantors or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Subsidiary Guarantors, the Trustee or any agent of the Issuers Company, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Security.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Securities, the Securities Custodian 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 the Global Security to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security to beneficial owners pursuant to Section 2.1(f), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.
(5vi) The registered Holder of a Global Security may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.
(6vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Warren Resources Inc)
Book-Entry Provisions. This Section 2.1(e2.1(g) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1i) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(g)(iv) and 2.1(f2.1(h). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2ii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3iii) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(h) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4iv) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(h), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5v) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vi) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Ladder Capital Corp)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will shall be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will shall (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, willshall, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will shall thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall reflect on its books and records the date and a decrease in the principal amount at maturity of such Global Security Note in an amount equal to the principal amount at maturity of the beneficial interest in the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount at maturity of Definitive Securities Notes of authorized denominations.
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. (i) This Section 2.1(e2.01(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.01(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(52.01(e)(v) and 2.1(fSection 2.01(f). If a beneficial interest in a Global Security Note of any series is transferred or exchanged for a beneficial interest in another Global SecurityNote of such series, the Trustee will (x) record a decrease in the principal amount of the Global Security Note of such series being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. of such series. Any beneficial interest in one Global Security Note of any series that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote of such series, or exchanged for an interest in another Global SecurityNote of such series, will, upon transfer or exchange, cease to be an interest in such Global Security Note of such series and become an interest in the other Global Security Note of such series and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note of such series for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may shall be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note of any series pursuant to Section 2.1(f2.01(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, one or more Definitive Securities Notes of such series and of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note of any series to beneficial owners pursuant to Section 2.1(f2.01(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of such series and of authorized denominations.
(5vi) The registered Holder of a Global Security Note of any series 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 of such series is entitled to take under this Indenture or the SecuritiesNotes of such series.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (aA) the Holder of such Global Security Note (or its agent) or (bB) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Cleveland-Cliffs Inc.)
Book-Entry Provisions. (1) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(12) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(5) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(23) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may shall be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(34) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(45) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(56) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(67) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (REV Group, Inc.)
Book-Entry Provisions. This Section 2.1(e) shall apply only to Global Securities deposited with the Trustee, as custodian for DTC.
(1) Each Global Security initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends a legend as set forth in Section 2.1(d). Transfers of a Global Security (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(5) 2.1(e)( and Section 2.1(f). If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon registration of transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Security, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Security.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Securities, the Securities Custodian 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 the Global Security to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities of like tenor and amount.
(4) In connection with the transfer of an entire Global Security to beneficial owners pursuant to Section 2.1(f), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.
(5) 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.
(6) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (FRNK Technology Group)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee Trustee, the Collateral Agent and any agent of the Issuers Issuer, the Trustee or the Trustee Collateral Agent as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee Trustee, the Collateral Agent or any agent of the Issuers Issuer, the Trustee or the Trustee Collateral Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Skillz Inc.)
Book-Entry Provisions. (i) This Section 2.1(e2.1(h) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(h)(4) and 2.1(f2.1(i). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(i) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and upon receipt of an Issuer Order the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(i), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and upon receipt of an Issuer Order the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Townsquare Media, LLC)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities deposited with the Trustee, as custodian for DTC.
(1ii) Each Global Security initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Security, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Security.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to Section 2.1(f) ), to beneficial owners who are required to hold Definitive Securities, the Securities Custodian 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 the Global Security to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security to beneficial owners pursuant to Section 2.1(f), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.
(5vi) The registered Holder of a Global Security may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.
(6vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Colt Finance Corp.)
Book-Entry Provisions. This Section 2.1(e2.01(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.01(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.01(e)(4) and 2.1(f2.01(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) Participants shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Membersthe Participants, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.01(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.01(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members Participants and Persons persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Lennar Corp /New/)
Book-Entry Provisions. (i) This Section 2.1(e2.1(g) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, DTC and (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d)DTC. Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(g)(4) and 2.1(f2.1(h). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(h) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(h), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Essar Steel Algoma Inc.)
Book-Entry Provisions. (i) This Section Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(dSection 2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(5Section 2.1(e)(4) and 2.1(f2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Option Care Health, Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will shall be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will shall (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, willshall, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will shall thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee Trustee, the Paying Agent, the Registrar and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate upon receipt of an Issuer Order and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate upon receipt of an Issuer Order and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (CPG Newco LLC)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Trisyn Group, Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the U.S. Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) to be delivered to the Trustee as custodian Registrar for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Registrar will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Registrar as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee Trustees and any agent of the Issuers Issuer or the Trustee Trustees as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee Trustees or any agent of the Issuers Issuer or the Trustee Trustees from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Custodian Registrar shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the U.S. Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers Issuer shall execute, and the U.S. Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Primo Water Corp /CN/)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the U.S. Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) to be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee Trustees and any agent of the Issuers Issuer or the Trustee Trustees as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee Trustees or any agent of the Issuers Issuer or the Trustee Trustees from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the U.S. Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers Issuer shall execute, and the U.S. Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Cott Corp /Cn/)
Book-Entry Provisions. (i) This Section 2.1(e2.01(f) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1A) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.01(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.01(f)(i)(D) and 2.1(fSection 2.01(g). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote of the same series, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote of the same series, or exchanged for an interest in another Global SecurityNote of the same series, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2B) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3C) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.01(g) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of the same series of like tenor and amount.
(4D) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.01(g), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominationsdenominations of the same series.
(5E) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6F) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Yum Brands Inc)
Book-Entry Provisions. (i) This Section Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(dSection 2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(5Section 2.1(e)(4) and 2.1(f2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry book‑entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. (i) This Section 2.1(e2.1(h) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(h)(4) and 2.1(f2.1(i). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(i) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(i), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Restaurant Brands International Limited Partnership)
Book-Entry Provisions. (i) This Section Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(dSection 2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(5Section 2.1(e)(4) and 2.1(f2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry book‑entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) . Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) . Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Security.
(3) Note. In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) . In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) . The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.
(6) Notes. Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry book‑entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (CHURCHILL DOWNS Inc)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities deposited with the Trustee, as custodian for DTCSecurities Custodian.
(1ii) Each Global Security initially shall (x) be registered in the name of DTC or Cede & Co. as the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC Securities Custodian and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by DTC or by the Trustee as the custodian of DTC Securities Custodian or under such Global Security, and DTC may be treated by the IssuersIssuer, the Guarantors, the Trustee and any agent of the Issuers Issuer, the Guarantors or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Guarantors, the Trustee or any agent of the Issuers Issuer, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Security.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Securities, the Securities Custodian 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 the Global Security to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security to beneficial owners pursuant to Section 2.1(f), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.
(5vi) The registered Holder of a Global Security may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.
(6vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. (i) This Section 2.1(e2.1(g) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(g)(4) and 2.1(f2.1(h). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(h) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(g), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry book‑entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (American Capital, LTD)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and Section 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (MICROSTRATEGY Inc)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (RDA Holding Co.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(5Sections 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Igate Corp)
Book-Entry Provisions. (i) This Section 2.1(e2.01(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.01(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(52.01(e)(v) and 2.1(fSection 2.01(f). If a beneficial interest in a Global Security Note of any series is transferred or exchanged for a beneficial interest in another Global SecurityNote of such series, the Trustee will (x) record a decrease in the principal amount of the Global Security Note of such series being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. of such series. Any beneficial interest in one Global Security Note of any series that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote of such series, or exchanged for an interest in another Global SecurityNote of such series, will, upon transfer or exchange, cease to be an interest in such Global Security Note of such series and become an interest in the other Global Security Note of such series and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note of such series for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may shall be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note of any series pursuant to Section 2.1(f2.01(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, one or more Definitive Securities Notes of such series and of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note of any series to beneficial owners pursuant to Section 2.1(f2.01(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of such series and of authorized denominations.
(5vi) The registered Holder of a Global Security 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 SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (aA) the Holder of such Global Security Note (or its agent) or (bB) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Cleveland-Cliffs Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTCNotes Custodian.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or Cede & Co. as the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC Notes Custodian and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and Section 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC Notes Custodian or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Guarantors, the Trustee and any agent of the Issuers Company, the Guarantors or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Guarantors, the Trustee or any agent of the Issuers Company, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.. |
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Earthstone Energy Inc)
Book-Entry Provisions. (i) This Section 2.1(e2.1(d) shall apply only to Global Securities Notes deposited with the TrusteeRegistrar, as custodian for DTCthe Depository.
(1i) Each Global Security Note initially shall (x) be registered in the name of DTC the Depository or the nominee of DTCthe Depository, (y) be delivered to the Trustee as custodian Notes Custodian for DTC the Depository and (z) bear legends as set forth in Section 2.1(d2.1(c). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDepository, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(d)(4) and 2.1(f2.1(e). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2ii) Members of, or participants in, DTC the Depository (“Agent Members”) shall have no rights under this First Supplemental Indenture with respect to any Global Security Note held on their behalf by DTC Depository or by the Trustee Notes Custodian as the custodian of DTC the Depository or under such Global SecurityNote, and DTC Depository may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC the Depository and its Agent Members, the operation of customary practices of DTC the Depository governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3iii) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(d) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4iv) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(e), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC the Depository in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5v) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this First Supplemental Indenture or the SecuritiesNotes.
(6vi) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: First Supplemental Indenture (RR Donnelley & Sons Co)
Book-Entry Provisions. (i) This Section 2.1(e2.1(h) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1a) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(h)(4) and 2.1(f2.1(i). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2b) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3c) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(i) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4d) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(i), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5e) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6f) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-book entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Restaurant Brands International Limited Partnership)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities deposited with the Trustee, as custodian for DTC.
(1ii) Each Global Security initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the the
(1) This legend will not appear on any Physical Security
(2) This language will only appear on a Global Security with a restricted CUSIP number other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Security, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Security.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to Section 2.1(f) ), to beneficial owners who are required to hold Definitive Securities, the Securities Custodian 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 the Global Security to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security to beneficial owners pursuant to Section 2.1(f), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.
(5vi) The registered Holder of a Global Security may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.
(6vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Churchill Downs Inc)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry book‑entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bi) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Carvana Co.)
Book-Entry Provisions. (i) This Section 2.1(e2.1(g) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear the applicable legends as set forth in Section 2.1(d2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(g)(4) and 2.1(f(h). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee Trustee, the Junior-Priority Collateral Agent and any agent of the Issuers Issuer, the Trustee or the Trustee Junior-Priority Collateral Agent as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee Trustee, the Junior-Priority Collateral Agent or any agent of the Issuers Issuer, the Trustee or the Trustee Junior-Priority Collateral Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(h) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(h), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the TrusteeRegistrar, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Avis Budget Group, Inc.)
Book-Entry Provisions. This Section 2.1(e2.1(g) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(g)(4) and 2.1(f2.1(h). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(h) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(h), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Triangle Petroleum Corp)
Book-Entry Provisions. (i) This Section 2.1(e2.1(g) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(5Sec- tion 2.1(g)(4) and 2.1(f2.1(h). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial benefi- cial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange ex- change and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in- terest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another an- other Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordinglyaccording- ly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable applica- ble to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issu- er or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(h) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Custodian Notes Custo- dian shall 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 the Global Security Note to be transferredtrans- ferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(h), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers trans- fers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained main- tained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected reflect- ed in a book entry.
Appears in 1 contract
Samples: Indenture
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. This Section 2.1(eSection 2.1(g) shall apply only to Global Securities Notes deposited with the TrusteeNotes Custodian, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(dSection 2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(g)(3) and 2.1(f2.1(h). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(fSection 2.1(h) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(fSection 2.1(h), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-book entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Atento S.A.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for the DTC.:
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of the DTC or under such Global SecurityNote, and DTC or under such Global Notes, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of the DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Infor, Inc.)
Book-Entry Provisions. This Section 2.1(e) shall apply only to Global Securities deposited with the Trustee, as custodian for DTCSecurities Custodian.
(1i) Each Global Security initially shall (x) be registered in the name of DTC or Cede & Co. as the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC Securities Custodian and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(2ii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by DTC or by the Trustee as the custodian of DTC Securities Custodian or under such Global Security, and DTC may be treated by the Issuers, the Subsidiary Guarantors, the Trustee and any agent of the Issuers Issuers, the Subsidiary Guarantors or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Subsidiary Guarantors, the Trustee or any agent of the Issuers Issuers, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Security.
(3iii) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Securities, the Securities Custodian 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 the Global Security to be transferred, and the Issuers shall execute, and the Trustee shall shall, upon receipt of an Issuer Order, authenticate and make available for delivery, one or more Definitive Securities of like tenor and amount.
(4iv) In connection with the transfer of an entire Global Security to beneficial owners pursuant to Section 2.1(f), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall shall, upon receipt of an Issuer Order, authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.
(5v) The registered Holder of a Global Security may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.
(6vi) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Alta Mesa Energy LLC)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for the DTC.:
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of the DTC or under such Global SecurityNote, and DTC or under such Global Notes, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of the DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
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Book-Entry Provisions. (i) This Section 2.1(e2.01(f) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1A) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.01(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.01(f)(i)(D) and 2.1(fSection 2.01(g). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2B) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3C) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.01(g) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4D) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.01(g), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5E) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6F) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Yum Brands Inc)
Book-Entry Provisions. This Section 2.1(e) shall apply only to Global Securities deposited with the Trustee, as custodian for DTCSecurities Custodian.
(1i) Each Global Security initially shall (x) be registered in the name of DTC or Cede & Co. as the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC Securities Custodian and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(2ii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by DTC or by the Trustee as the custodian of DTC Securities Custodian or under such Global Security, and DTC may be treated by the Issuers, the Subsidiary Guarantors, the Trustee and any agent of the Issuers Issuers, the Subsidiary Guarantors or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Subsidiary Guarantors, the Trustee or any agent of the Issuers Issuers, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Security.
(3iii) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Securities, the Securities Custodian 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 the Global Security to be transferred, and the Issuers shall execute, and the Trustee shall shall, upon receipt of an Issuer Order, authenticate and make available for delivery, one or more Definitive Securities of like tenor and amount.
(4iv) In connection with the transfer of an entire Global Security to beneficial owners pursuant to Section 2.1(f), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall shall, upon receipt of an Issuer Order, authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.
(5v) The registered Holder of a Global Security may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.
(6vi) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Alta Mesa Holdings, LP)
Book-Entry Provisions. (i) This Section 2.1(e2.02(c) shall apply only to Global Securities Notes deposited with or on behalf of the Trustee, as custodian for DTCDepositary.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.02(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(5) and 2.1(f2.07(a)(i). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may shall be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the 000-0000-0000/7/AMERICAS foregoing, nothing herein shall prevent the IssuersCompany, the Trustee trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) 2.07 to beneficial owners who are required to hold Definitive SecuritiesCertificated Notes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, one or more Definitive Securities Certificated Notes of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f)2.07, such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Certificated Notes of authorized denominations.
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (aA) the Holder of such Global Security Note (or its agent) or (bB) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
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Book-Entry Provisions. (i) This Section 2.1(e2.1(g) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(g)(4) and 2.1(f2.1(h). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(h) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(h), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry book‑entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
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Book-Entry Provisions. (i) This Section 2.1(eclause (g) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(5Sections 2.1(g)(4) and 2.1(f2.1(h). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(h) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(h), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. (i) This Section 2.1(e2.1(h) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(h)(4) and 2.1(f2.1(i). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(i) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(i), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. (i) This Section 2.1(e2.1(g) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(g)(4) and 2.1(f2.1(h). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(h) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(h), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security 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 SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Blue Coat, Inc.)
Book-Entry Provisions. (i) This Section Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(dSection 2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(5Section 2.1(e)(4) and 2.1(f2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security 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 SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1i) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(5Sections 2.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2ii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global SecurityNote.
(3iii) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4iv) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5v) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vi) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Northern Tier Energy LLC)
Book-Entry Provisions. This Section 2.1(e1
(c) shall apply only to all Global Securities. The Issuer shall execute and the Fiscal Agent shall, in accordance with this Section 1(c), authenticate and deliver one or more Global Securities deposited with the Trusteeas required to be issued pursuant to Section 1(b) hereof, as custodian for DTC.
which (1A) Each Global Security initially shall (x) be registered in the name of DTC the Depositary or its nominee, (B) shall be delivered by the Fiscal Agent to the Depositary or pursuant to the Depositary's instructions and (C) shall bear legends substantially to the following effect: "Unless this Security is presented by an authorized representative of [insert name of Depositary] to the Issuer or its agent for registration of transfer, exchange or payment, and any Security issued in exchange for this Security or any portion hereof is registered in the name of [insert name of nominee of DTCDepositary] or in such other name as is requested by an authorized representative of [insert name of Depositary] (and any payment is made to [insert name of nominee of Depositary] or to such other entity as is requested by an authorized representative of [insert name of Depositary]), (y) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN [insert name of Depositary] OR A NOMINEE THEREOF IS WRONGFUL inasmuch as the registered owner hereof, [insert name of nominee of Depositary], has an interest herein." "This Security is a Global Security within the meaning of the Fiscal Agency Agreement referred to hereinafter. This Global Security may not be delivered to exchanged, in whole or in part, for a Security registered in the Trustee as custodian for DTC and (z) bear legends as name of any person other than [insert name of Depositary] or a nominee thereof, except in the limited circumstances set forth in Section 2.1(d). Transfers 5 of a Global Security (but the Fiscal Agency Agreement, and may not a beneficial interest therein) will be limited to transfers thereof transferred, in whole, but not whole or in part, to except in accordance with the Depositary, its successors or their respective nominees, except as restrictions set forth in Section 2.1(e)(56(b) and 2.1(f)of the Fiscal Agency Agreement. If a beneficial interest Beneficial interests in a this Global Security is may not be transferred or exchanged for a beneficial interest except in another Global Security, the Trustee will (xaccordance with Section 6(b) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interestFiscal Agency Agreement.
(2) Members " Neither any members of, or participants in, DTC the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to nor any Global Security held other persons on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Security, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Security.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Securities, the Securities Custodian 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 the Global Security to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities of like tenor and amount.
(4) In connection with the transfer of an entire Global Security to beneficial owners pursuant to Section 2.1(f), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.
(5) 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.
(6) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.whose
Appears in 1 contract
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(5Sec- tion 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial benefi- cial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange ex- change and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in- terest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another an- other Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordinglyaccording- ly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable applica- ble to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Security.what-
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Custodian Notes Custo- xxxx shall 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 the Global Security Note to be transferredtrans- ferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial benefi- cial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers trans- fers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained main- tained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected reflect- ed in a book entry.
Appears in 1 contract
Samples: Indenture (Townsquare Media, Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (BMC Stock Holdings, Inc.)
Book-Entry Provisions. (i) This Section 2.1(e2.1(g) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(g)(4) and 2.1(f2.1(h). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(h) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(h), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Acelity L.P. Inc.)
Book-Entry Provisions. (i) This Section 2.1(e2.1(g) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTCCommon Depositary.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC the Common Depositary or the nominee of DTCthe Common Depositary, (y) be delivered to the Trustee as custodian for DTC Common Depositary and (z) bear legends leg-ends as set forth in Section 2.1(d2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Common Depositary, its successors or their respective its respec-tive nominees, except as set forth in Section 2.1(e)(52.1(g)(4) and 2.1(f2.1(h). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Registrar will (x) record a decrease de-crease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants or account holders in, DTC Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC Common Depositary or under such Global SecurityNote, and DTC the Common Depositary or its nominee may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC Euroclear or Clearstream or impair, as between DTC Euroclear or Clearstream, as the case may be, and its their respective Agent Members, the operation of customary practices of DTC such persons governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(h) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Custodian Registrar shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee or the Authentication Agent, as the case may be, shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(h), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers Issuer shall execute, and the Trustee or the Authentication Agent, as the case may be, shall authenticate and make available for delivery, to each beneficial owner identified by DTC the nominee of the Common Depos-itary in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities De-finitive Notes of authorized denominations.. -52-
(5) The registered Holder of a Global Security 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 SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers trans-fers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained main-tained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected reflect-ed in a book entry.
Appears in 1 contract
Samples: Indenture (Diversey Holdings, Ltd.)
Book-Entry Provisions. (i) This Section 2.1(e2.02(c) shall apply only to Global Securities Notes deposited with or on behalf of the Trustee, as custodian for DTCDepositary.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.02(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(5) and 2.1(f2.07(a)(i). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may shall be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Securities, the Securities Custodian 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 the Global Security to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities of like tenor and amount.
(4) In connection with the transfer of an entire Global Security to beneficial owners pursuant to Section 2.1(f), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.
(5) 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.
(6) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. (i) This Section 2.1(e2.02(c) shall apply only to Global Securities Notes deposited with or on behalf of the Trustee, as custodian for DTCDepositary.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.02(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(5) and 2.1(f2.07(a)(i). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may shall be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Security.Note. 000-0000-0000/13/AMERICAS
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) 2.07 to beneficial owners who are required to hold Definitive SecuritiesCertificated Notes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, one or more Definitive Securities Certificated Notes of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f)2.07, such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Certificated Notes of authorized denominations.
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (aA) the Holder of such Global Security Note (or its agent) or (bB) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
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Book-Entry Provisions. (i) This Section 2.1(e2.1(g) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(e). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(g)(4) and 2.1(f2.1(h). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.1(h) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.1(h), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry book‑entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (H. J. Heinz Corp II)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1i) Each Global Security Note initially shall (x%3) be registered in the name of DTC or the nominee of DTC, (y%3) be delivered to the Trustee as custodian Notes Custodian for DTC and (z%3) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(5Sections 2.1(e)(iii) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2ii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3iii) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4iv) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5v) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vi) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a%3) the Holder of such Global Security Note (or its agent) or (b%3) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Nordstrom Inc)
Book-Entry Provisions. This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(5Sections 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security 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 SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Styron Canada ULC)
Book-Entry Provisions. (i) This Section Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1i) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(dSection 2.1(d)(ii). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(5Section 2.1(e)(iv) and 2.1(f(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2ii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3iii) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4iv) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5v) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vi) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry book‑entry system maintained by (aA) the Holder of such Global Security Note (or its agent) or (bB) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Macy's, Inc.)
Book-Entry Provisions. (i) This Section 2.1(e2.02(c) shall apply only to Global Securities Notes deposited with or on behalf of the Trustee, as custodian for DTCDepositary.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC the Depositary or the nominee of DTCthe Depositary, (y) be delivered to the Trustee as custodian for DTC the Depositary and (z) bear legends as set forth in Section 2.1(d2.02(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(5) and 2.1(f2.13(a)(i). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global SecurityNote, and DTC may the Depositary shall be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Securities, the Securities Custodian 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 the Global Security to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities of like tenor and amount.[Reserved]
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f)2.07, such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Certificated Notes of authorized denominations.
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (aA) the Holder of such Global Security Note (or its agent) or (bB) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Nextera Energy Inc)
Book-Entry Provisions. (1) This Section 2.1(e2.01(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1i) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.01(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(52.01(e)(v) and 2.1(fSection 2.01(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2ii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may shall be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3iii) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f2.01(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4iv) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f2.01(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5v) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vi) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (aA) the Holder of such Global Security Note (or its agent) or (bB) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (GrubHub Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (CPI Card Group Inc.)
Book-Entry Provisions. (i) This Section 2.1(e2.02(c) shall apply only to Global Securities Notes deposited with or on behalf of the Trustee, as custodian for DTCDepositary.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.02(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(5) and 2.1(f2.07(a)(i). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may shall be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) 2.07 to beneficial owners who are required to hold Definitive SecuritiesCertificated Notes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, one or more Definitive Securities Certificated Notes of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f)2.07, such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Certificated Notes of authorized denominations.
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (aA) the Holder of such Global Security Note (or its agent) or (bB) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTCNotes Custodian.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or Cede & Co. as the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC Notes Custodian and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC Notes Custodian or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Guarantors, the Trustee and any agent of the Issuers Company, the Guarantors or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Guarantors, the Trustee or any agent of the Issuers Company, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTCNotes Custodian.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or Cede & Co. as the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC Notes Custodian and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and Section 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC Notes Custodian or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Guarantors, the Trustee and any agent of the Issuers Company, the Guarantors or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Guarantors, the Trustee or any agent of the Issuers Company, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Earthstone Energy Inc)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry bookentry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (loanDepot, Inc.)
Book-Entry Provisions. This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1i) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2ii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global SecurityNote.
(3iii) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4iv) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5v) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vi) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Co-Issuer, the Trustee and any agent of the Issuers Issuer, the Co-Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Co-Issuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1i) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(d)(ii). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(iv) and 2.1(f(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2ii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3iii) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4iv) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5v) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vi) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (aA) the Holder of such Global Security Note (or its agent) or (bB) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Macy's, Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Churchill Downs Inc)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC.
(1ii) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5vi) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6vii) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Bankrate, Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.
(1) Each Global Security Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d2.1(d)(2). Transfers of a Global Security Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DepositaryDTC, its successors or their its respective nominees, except as set forth in Section 2.1(e)(52.1(e)(4) and 2.1(f). If a beneficial interest in a Global Security Note is transferred or exchanged for a beneficial interest in another Global SecurityNote, the Trustee Notes Custodian will (x) record a decrease in the principal amount of the Global Security Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global SecurityNote. Any beneficial interest in one Global Security Note that is transferred to a Person who takes delivery in the form of an interest in another Global SecurityNote, or exchanged for an interest in another Global SecurityNote, will, upon transfer or exchange, cease to be an interest in such Global Security Note and become an interest in the other Global Security Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security Note for as long as it remains such an interest.
(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global SecurityNote, and DTC may be treated by the Issuers, the Trustee Trustee, the Collateral Agent and any agent of the Issuers Issuers, the Trustee or the Trustee Collateral Agent as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee Trustee, the Collateral Agent or any agent of the Issuers Issuers, the Trustee or the Trustee Collateral Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global SecurityNote.
(3) In connection with any transfer of a portion of the beneficial interest in a Global Security Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive SecuritiesNotes, the Securities Notes Custodian shall 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 the Global Security Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Securities Notes of like tenor and amount.
(4) In connection with the transfer of an entire Global Security Note to beneficial owners pursuant to Section 2.1(f), such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global SecurityNote, an equal aggregate principal amount of Definitive Securities Notes of authorized denominations.
(5) The registered Holder of a Global Security Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the SecuritiesNotes.
(6) Any Holder of a Global Security Note shall, by acceptance of such Global SecurityNote, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security Note (or its agent) or (bii) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Pactiv Evergreen Inc.)
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities deposited with the Trustee, as custodian for DTCSecurities Custodian.
(1ii) Each Global Security initially shall (x) be registered in the name of DTC or Cede & Co. as the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC Securities Custodian and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Security (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(52.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(2iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by DTC or by the Trustee as the custodian of DTC Securities Custodian or under such Global Security, and DTC may be treated by the IssuersIssuer, the Guarantors, the Trustee and any agent of the Issuers Issuer, the Guarantors or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Guarantors, the Trustee or any agent of the Issuers Issuer, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Security.
(3iv) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Securities, the Securities Custodian 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 the Global Security to be transferred, and the Issuers Issuer shall execute, and upon receipt of an Issuer Order the Trustee shall authenticate and make available for delivery, one or more Definitive Securities of like tenor and amount.
(4v) In connection with the transfer of an entire Global Security to beneficial owners pursuant to Section 2.1(f), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers Issuer shall execute, and upon receipt of an Issuer Order the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.
(5vi) The registered Holder of a Global Security may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.
(6vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.
Appears in 1 contract
Samples: Indenture (Ultra Petroleum Corp)
