Book-Entry Registration. (a) The Registrar shall maintain a book-entry registration and transfer system through the establishment and maintenance of Accounts for the benefit of Holders of Securities as the sole method of recording the ownership and transfer of ownership interests in such Securities. The registered owners of the Accounts established by the Registrar in connection with the purchase or transfer of the Securities shall be deemed to be the Holders of the Securities outstanding for all purposes under this Indenture. The Company (or its duly authorized Agent) shall promptly notify the Registrar of the acceptance of a subscriber’s order to purchase a Security by providing a copy of the accepted Subscription Agreement and the related Written Confirmation, and upon receipt of such notices, the Registrar shall establish an Account for such Security by recording a credit to its book-entry registration and transfer system to the Account of the related Holder of such Security for the principal amount of such Security owned by such Holder and issue a Written Confirmation to the Holder, with a copy being delivered to the Trustee, on behalf of the Company. The Registrar shall make appropriate credit and debit entries within each Account to record all of the applicable actions under this Indenture that relate to the ownership of the related Security and issue Written Confirmations to the related Holders as set forth herein, with copies being delivered to the Trustee, on behalf of the Company. For example, the total amount of any principal and/or interest due and payable to the Holders of the Accounts maintained by the Registrar as provided in this Indenture shall be credited to such Accounts by the Registrar within the time frames provided in this Indenture, and the amount of any payments of principal and/or interest distributed to the Holders of the Accounts as provided in this Indenture shall be debited to such Accounts by the Registrar. The Trustee may review the book-entry registration and transfer system as it deems necessary to ensure the Registrar’s compliance with the terms of the Indenture.
(b) Book-entry Accounts evidencing ownership of the Securities shall be exchangeable for definitive or certificated forms of Securities in denominations of $1,000 and any amount in excess thereof and fully registered in the names as each Holder directs only if (i) the Company at its option advises the Trustee and the Registrar in writing of its election to terminate the book-entry syste...
Book-Entry Registration. The Shares shall be evidenced by a book entry account maintained by the Company’s Transfer Agent for the Common Stock. Upon the vesting of Shares, no certificates will be issued except upon a separate written request made to such Transfer Agent or other agent as determined by the Company.
Book-Entry Registration. (a) Upon the issuance of any Book-Entry Notes, DTC or its custodian will credit, on its book-entry registration and transfer system, the respective principal amounts of the individual beneficial interests represented by such Book-Entry Notes to the accounts of a Direct Participant. Ownership of beneficial interests in a Book-Entry Note will be limited to DTC Participants or Persons who hold interests through DTC Participants. Ownership of beneficial interests in the Book-Entry Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC (with respect to interests of DTC Participants) and the records of DTC Participants (with respect to interests of Persons other than DTC Participants).
(b) So long as DTC, or its nominee, is the registered owner or holder of a Book-Entry Note, DTC or such nominee, as the case may be, will be considered the sole owner or Noteholder represented by such Book-Entry Note for all purposes under this Master Indenture, the Series Supplements and the Book-Entry Notes. Unless (a) DTC notifies the Issuer that it is unwilling or unable to continue as depository for a Book-Entry Note with respect to a Series, (b) the Issuer elects to terminate the book-entry system for the Book-Entry Notes with respect to a Series, or (c) an Event of Default has occurred and the Indenture Trustee acting at the Direction of the Control Party for the applicable Series certifies that continuation of a book-entry system through DTC (or a successor) for the Equipment Notes of such Series is no longer in the best interests of the Noteholders of such Series, owners of beneficial interests in a Book-Entry Note of such Series will not be entitled to have any portion of such Book-Entry Note registered in their names, will not receive or be entitled to receive physical delivery of Equipment Notes in definitive form and will not be considered to be the owners or Noteholders under this Master Indenture, the applicable Series Supplement or the Book-Entry Notes. In addition, no beneficial owner of an interest in a Book-Entry Note will be able to transfer that interest except in accordance with DTC’s applicable procedures (in addition to those under the related Series Supplement, if applicable, and, if applicable, those of Clearstream and Euroclear).
(c) Investors may hold their interest in a Regulation S Book-Entry Note through Clearstream or Euroclear, if they are participants in such systems, or indirectly throu...
Book-Entry Registration. The Award initially will be evidenced by book-entry registration only, without the issuance of a certificate representing the Shares underlying the Award.
Book-Entry Registration. Each Offeror will cooperate with the Placement Agents and use all commercially reasonable efforts to make the Capital Securities, and in the event the Debentures are distributed to holders of the Capital Securities, to make the Debentures, eligible for clearance and settlement as book-entry securities through the facilities of DTC, and will execute, deliver and comply with all representations made to, and agreements with, DTC and Nasdaq’s PORTAL system.
Book-Entry Registration. Each of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, upon original issuance, shall be issued in the form attached as Exhibit A and delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Each of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company, as the initial Clearing Agency, and no Class A-1 Note Owner, Class A-2 Note Owner, Class A-3 Note Owner or Class A-4 Note Owner will receive a definitive note representing such Note Owner's interest, except as provided in Section 2.07. Unless and until Definitive Class A-1 Notes, Definitive Class A-2 Notes, Definitive Class A-3 Notes and/or Definitive Class A-4 Notes ("Definitive Notes") have been issued to the applicable Note Owners pursuant to Section 2.07:
(a) the provisions of this Section 2.05 shall be in full force and effect with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or the Class A-4 Notes, as the case may be;
(b) the Issuer, the Servicer and the Trustee, and their officers, directors, employees and agents, may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4 Notes, as the case may be (including the making of distributions on the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, as the case may be), as the authorized representatives of the respective Note Owners;
(c) to the extent that the provisions of this Section 2.05 conflict with any other provisions of this Indenture, the provisions of this Section 2.05 shall control; and
(d) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 2.07, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, as the case may be, to such Clearing Agency Participa...
Book-Entry Registration. Ownership of Awarded Shares which are subject to restrictions on transferability shall not be evidenced by a stock certificate, but rather shall be evidenced by an entry in a certificateless book-entry stock account maintained by the Company’s transfer agent for its Common Stock (the “Transfer Agent”) or another custodian designated by the Company. You will receive written notification from the Company of when all or a portion of your Awarded Shares are no longer subject to restrictions on transferability pursuant to Section 2 hereof, and you will receive instructions on how you may transfer or obtain a stock certificate for your unrestricted shares. To facilitate the transfer to the Company of any Awarded Shares that you might subsequently forfeit in accordance with the terms of this Agreement, you agree to sign and promptly return to the Company with a signed copy of this Agreement such stock power(s) as the Company may request.
Book-Entry Registration. (a) The Series 2023-A Notes shall be issued initially in the form of a single global note in fully-registered form without interest coupons (a “Global Note”), which shall be deposited with the Trustee as custodian for DTC, at the Designated Trust Office and registered in the name of Cede & Co., as nominee for DTC, duly executed by the Issuer and authenticated as provided herein.
(b) None of the Issuer, the Trustee, the Paying Agent or the Registrar shall have responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Series 2023-A Notes from time to time as securities depository (“Direct Participants”) or to any person on behalf of whom such Direct Participant holds an interest in the Series 2023-A Notes (“Indirect Participants”). None of the Issuer, the Trustee, the Paying Agent or the Registrar have responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Direct or Indirect Participant; (ii) the delivery of any notices to any Direct or Indirect Participant, (iii) the delivery to any Direct or Indirect Participant or any other Person as set forth in Section 2.12(c) of any amount with respect to principal of or interest on the Series 2023-A Notes, or (iv) consents given or action taken by DTC. While registered with DTC, no Person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Series 2023-A Note evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks or drafts being mailed or wire transfers to the Noteholder, the word “Cede & Co.” in this Indenture shall refer to such new nominee of DTC.
(c) Purchases of Series 2023-A Notes under the DTC system must be made by or through its Direct or Indirect Participants, which will receive a credit for the Series 2023-A Notes on DTC’s records. The ownership interest of each actual purchaser of each Series 2023-A Note (each such owner being a “Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of ...
Book-Entry Registration. Ownership of Awarded Shares which are not yet vested shall not be evidenced by a stock certificate, but rather shall be evidenced by an entry in a certificateless book-entry stock account maintained by the Company’s transfer agent for its common stock (the “Transfer Agent”). The Transfer Agent and you will receive written notification from the Company of the vesting of all or a portion of your Awarded Shares, and you will receive instructions on how you may transfer or obtain a stock certificate for your unrestricted shares. To facilitate the transfer to the Company of any Awarded Shares that you might subsequently forfeit in accordance with the terms of this Agreement, you agree to sign and promptly return to the Company with a signed copy of this Agreement such stock power(s) as the Company may request.
Book-Entry Registration. (a) Notwithstanding any other provision to the contrary herein and except as provided in subparagraph (c) of this Section, the Series 2014 Bonds will be delivered only in book-entry form registered in the name of Cede & Co., as nominee for the Securities Depository. Except as provided in subparagraph (c) of this Section, the Owner of the Series 2014 Bonds shall be the Securities Depository. Payment of principal and Redemption Price of and interest on any Series 2014 Bond registered in the name of Cede & Co. shall be made by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the account of Cede & Co. at the address indicated on the Record Date or Special Record Date for Cede & Co. in the registration books of the Trustee.
(b) The Series 2014 Bonds shall be initially issued in the form of a single authenticated fully registered bond. Upon initial issuance, the ownership of the Series 2014 Bonds shall be registered in the registration books of the Trustee in the name of Cede & Co., as nominee of the Securities Depository. The Trustee and the Issuer may treat the Securities Depository (or its nominee) as the sole and exclusive Owner of the Series 2014 Bonds registered in its name for the purposes of paying the principal and Redemption Price of and interest on the Series 2014 Bonds, selecting the Series 2014 Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners under this Indenture, registering the transfer of Series 2014 Bonds, obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary. Neither the Trustee nor the Issuer shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Series 2014 Bonds under or through the Securities Depository or any Participant, or any other person which is not shown on the registration books as being an Owner, with respect to the accuracy of any records maintained by the Securities Depository or any Participant; the payment by the Securities Depository or any Participant of any amount in respect of the principal and Redemption Price of or interest on the Series 2014 Bonds; any notice which is permitted or required to be given to Owners under this Indenture; the selection by the Securities Depository or any Participant of any person to...
