Book-Entry Securities. If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Book-Entry Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order and the Guarantor Order with respect to such series, authenticate and deliver one or more Book-Entry Securities, with Guarantees endorsed thereon, in temporary or permanent form that (a) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Book-Entry Securities, (b) shall be registered in the name of the Depositary for such Book-Entry Security of Securities or the nominee of such Depositary, (c) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (d) shall bear a legend substantially to the following effect (or such other legend as may be prescribed by the Depositary): “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 3.01 for a Book-Entry Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Beneficial owners of part or all of a Book-Entry Security shall be subject to the rules of the Depositary as in effect from time to time. The Company, the Trustee and the Paying Agent shall not be responsible for any acts or omissions of the Depositary, for any Depositary records of beneficial interests or for any transactions between the Depositary and beneficial owners. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in definitive form, a Book-Entry Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series or to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.06, the Company shall appoint a successor Depositary eligible under Section 3.06, with respect to the Securities of such series. If a successor Depositary eligible under Section 3.06 for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election that the Securities of such series be represented by one or more Book-Entry Securities shall no longer be effective with respect to the Securities of such series and the Company shall execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing such series in exchange for such Book-Entry Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Book-Entry Securities shall no longer be represented by such Book-Entry Security or Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form with Guarantees endorsed thereon and in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing such series in exchange for such Book-Entry Security or Securities. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities represented by a Book-Entry Security, the Depositary for such Book-Entry Securities may surrender a Book-Entry Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive form, with Guarantees endorsed thereon, on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge:
Appears in 1 contract
Samples: Syngenta Ag
Book-Entry Securities. If the Company shall establish pursuant to Section 3.01 Section 301 that the Securities of a series are to be issued in whole or in part in the form of one or more Book-Entry Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order and the Guarantor Order with respect to such series, authenticate and deliver one or more Book-Entry Securities, with Guarantees endorsed thereon, Securities in temporary or permanent form that (ai) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Book-Entry Securities, (bii) shall be registered in the name of the Depositary for such Book-Entry Security of Securities or the nominee of such Depositary, (ciii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s 's instruction and (div) shall bear a legend substantially to the following effect (or such other legend as may be prescribed by the Depositary): “"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” " Each Depositary designated pursuant to Section 3.01 Section 301 for a Book-Entry Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Beneficial owners of part or all of a Book-Entry Security shall be subject to the rules of the Depositary as in effect from time to time. The Company, the Trustee and the Paying Agent shall not be responsible for any acts or omissions of the Depositary, for any Depositary records of beneficial interests or for any transactions between the Depositary and beneficial owners. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in definitive form, a Book-Entry Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series or to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.06Section 306, the Company shall appoint a successor Depositary eligible under Section 3.06Section 306, with respect to the Securities of such series. If a successor Depositary eligible under Section 3.06 Section 306 for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s 's election that the Securities of such series be represented by one or more Book-Entry Securities shall no longer be effective with respect to the Securities of such series and the Company shall execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing such series in exchange for such Book-Entry Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Book-Entry Securities shall no longer be represented by such Book-Entry Security or Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form with Guarantees endorsed thereon and in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing such series in exchange for such Book-Entry Security or Securities. If specified by the Company pursuant to Section 3.01 Section 301 with respect to a series of Securities represented by a Book-Entry Security, the Depositary for such Book-Entry Securities may surrender a Book-Entry Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive form, with Guarantees endorsed thereon, form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge:
Appears in 1 contract
Samples: Monsanto Co /New/
Book-Entry Securities. If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part Unless otherwise specified in the form of one related Supplement for any Series or more Book-Entry Class, the Investor Securities, then the Company shall execute and the Trustee shallupon original issuance, in accordance with this Section and the Company Order and the Guarantor Order with respect to such series, authenticate and deliver one or more Book-Entry Securities, with Guarantees endorsed thereon, in temporary or permanent form that (a) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Book-Entry Securities, (b) shall be registered in the name of the Depositary for such Book-Entry Security of Securities or the nominee of such Depositary, (c) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (d) shall bear a legend substantially to the following effect (or such other legend as may be prescribed by the Depositary): “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 3.01 for a Book-Entry Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Beneficial owners of part or all of a Book-Entry Security shall be subject to the rules of the Depositary as in effect from time to time. The Company, the Trustee and the Paying Agent shall not be responsible for any acts or omissions of the Depositary, for any Depositary records of beneficial interests or for any transactions between the Depositary and beneficial owners. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in definitive form, a Book-Entry Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series or to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.06, the Company shall appoint a successor Depositary eligible under Section 3.06, with respect to the Securities of such series. If a successor Depositary eligible under Section 3.06 for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election that the Securities of such series be represented by one or more Book-Entry Securities shall no longer be effective with respect to the Securities of such series and the Company shall execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing such series in exchange for such Book-Entry Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Book-Entry master Investor Securities shall no longer be represented by such Book-Entry Security or Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form with Guarantees endorsed thereon and in an aggregate principal amount equal to the principal amount of representing the Book-Entry Securities, to be delivered to the Clearing Agency, by, or on behalf of, the Transferor. The Investor Securities shall initially be registered on the Security Register in the name of the Clearing Agency or Securities its nominee, and no Security Owner will receive a definitive security representing such series Security Owner's interest in exchange for such Book-Entry the Investor Securities, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Securities ("Definitive Securities") have been issued to the applicable Security or Securities. If specified by the Company Owners pursuant to Section 3.01 with respect to a series Section 6.12 or as otherwise specified in any such Supplement: (a) the provisions of Securities represented by a Book-Entry Securitythis Section shall be in full force and effect; (b) the Transferor, the Depositary for such Book-Entry Securities may surrender a Book-Entry Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive form, with Guarantees endorsed thereon, on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Security Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall authenticate control; and deliver(d) the rights of the respective Security 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 Security Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, without service charge:unless and until Definitive Securities are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Securities to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Securityholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Securities, such direction or consent may be given by Security Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Securities evidencing the requisite percentage of principal amount of Investor Securities. Section 6.11
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Partners First Receivables Funding Corp)
Book-Entry Securities. If the Company shall establish pursuant Trustee fails to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Book-Entry Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order and the Guarantor Order enter an SDFS deliver order with respect to such series, authenticate and deliver one or more Book-Entry Securities, with Guarantees endorsed thereon, in temporary or permanent form that (a) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Book-Entry Securities, (b) shall be registered in the name of the Depositary for such Book-Entry Security of Securities or the nominee of such Depositary, (c) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (d) shall bear a legend substantially to the following effect (or such other legend as may be prescribed by the Depositary): “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 3.01 for a Book-Entry Security issued in registered book-entry form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Beneficial owners of part or all of a Book-Entry Security shall be subject pursuant to the rules of the Depositary as in effect from time to time. The Companyparagraph F above, the Trustee and may deliver to DTC, through DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Security to the Paying Agent shall not be responsible for any acts or omissions participant account of the DepositaryTrustee maintained at DTC. DTC will process the withdrawal message, for any Depositary records of beneficial interests or for any transactions between the Depositary and beneficial owners. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in definitive form, provided that such participant account contains a Book-Entry Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series or to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.06, the Company shall appoint a successor Depositary eligible under Section 3.06, with respect to the Securities of such series. If a successor Depositary eligible under Section 3.06 for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election that the Securities of such series be represented by one or more Book-Entry Securities shall no longer be effective with respect to the Securities of such series and the Company shall execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing such series in exchange for such Book-Entry Security or Securities. The Company may that is at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Book-Entry Securities shall no longer be represented by such Book-Entry Security or Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form with Guarantees endorsed thereon and in an aggregate principal amount least equal to the principal amount of the Book-Entry Security or Securities representing such series in exchange for such Book-Entry Security or Securitiesto be debited. If specified by the Company pursuant to Section 3.01 withdrawal messages are processed with respect to a series of all the Securities represented by a Book-Entry Security, the Depositary for Trustee will mark such Book-Entry Security "canceled", make appropriate entries in ixx xecords and send such canceled Book-Entry Security to the Company. The CUSIP number assigned to such Book-Entry Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If withdrawal messages are processed with respect to a portion of the Securities represented by a Book-Entry Security, the Trustee will exchange such Book-Entry Security for two Book-Entry Securities, one of which shall represent the Book-Entry Securities for which withdrawal messages are processed and shall be canceled immediately after issuance, and the other of which shall represent the other Securities previously represented by the surrendered Book-Entry Security and shall bear the CUSIP number of the surrendered Book-Entry Security. If the purchase price for any Book-Entry Security is not timely paid to the Participants with respect to such Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTC acting on behalf of such purchaser), such Participants and, in turn, the related Agent may surrender enter SDFS deliver orders through DTC's Participant Terminal System reversing the orders entered pursuant to paragraphs F and G above, respectively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to a Security that was to have been represented by a Book-Entry Security also representing other Securities, the Trustee will provide, in accordance with paragraphs C and D above, for the authentication and issuance of a Book-Entry Security representing such series of remaining Securities and will make appropriate entries in exchange its records. ANNEX II Northwest Natural Gas Company Medium-Term Notes Terms Agreement [Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Xxxxxx 15th Floor New Yxxx, Xew Xxxx 10080] [UBS Warburg LLC 677 Washixxxxx Xxxx. Xxxxxxxx, Xxxxxxxxxxx 00000] [Banc One Capital Maxxxxx, Xxx. 0 Xxxx Xxx Xxxxx Xxxxxxx, Xxxxxxxx 60670] [U.S. Bancorp Piper Jaffray Inc. 100 XX Xxxxx Xxxxxx, Xxxxx 0000 Xxxtland, Oregon 97200] [Xxxx xx additxxxxx Xxxxxx, xx xxx] Xxxxxx xxx Xxxxxxxxx: Subject to the terms and conditions set forth herein and, to the extent provided below, in whole or in part for Securities of such series in definitive formthe Distribution Agreement, with Guarantees endorsed thereondated ___________, 2002 (the "Distribution Agreement"), amongst Northwest Natural Gas Company (the "Company"), on such terms as are acceptable the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Warburg LLC, Baxx Xxx Capital Markets, Xxx., U.X. Xxncorp Piper Jaffray Inc. and each other person which shall become a party to xxx Xxxxxxxxxion Agreement (each an "Agent" and, together, the Company and such Depositary. Thereupon"Agents"), on the other, the Company shall executeproposes to issue and sell to [Merrill Lynch, Pierce, Fenner & Smith Incorporated] [UBS Warburg LLC] [Xxxx Xxe Capital Marketx, Xxx.] [X.X. Bancorp Piper Jaffray Inc.] [Name of other Agent] the Securities (as defined in xxx Xxxxxxxxtion Agreement) specified in the Schedule hereto (the "Purchased Securities"), at the time, place and purchase price and upon the terms and conditions set forth in such Schedule. Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agents, as agents of the Company, of offers to purchase Securities is incorporated herein by reference, and shall be deemed to be part of this Terms Agreement to the Trustee same extent as if such provisions had been set forth herein. Each of the representations and warranties set forth in the Distribution Agreement shall authenticate be deemed to have been made by the Company at and deliveras of the date of this Terms Agreement, without service chargeexcept that each such representation and warranty which makes reference to the Prospectus shall be deemed to be a representation and warranty as of the date of the Distribution Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended and supplemented with respect to the Purchased Securities. A supplement to the Prospectus relating to the Purchased Securities, in the form heretofore delivered to and approved by you, is now proposed to be filed with the Commission in accordance with Rule 424(b) under the Act. Subject to the terms and conditions set forth herein and to those of the Distribution Agreement incorporated herein by reference, the Company agrees to issue and sell to [Merrill Lynch, Pierce, Fenner & Smith Incorporated] [UBS Warburg LLC] [Xxxx Xxe Capital Marketx, Xxx.] [X.X. Bancorp Piper Jaffray Inc.] [Name of other Agent] and [Merrill Lynch, Pierce, Fxxxxx & Xxxxx Incorporated] [UBS Warburg LLC] [Xxxx Xxe Capital Marketx, Xxx.] [X.X. Bancorp Piper Jaffray Inc.] [Name of other Agent] agrees to purchase from the Cxxxxxx xxx Xxrchased Securities, at the time and place, in the principal amount and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us three counterparts hereof, whereupon this letter, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between you and the Company. NORTHWEST NATURAL GAS COMPANY By: -------------------------- Title: Accepted as of the date hereof: [MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ----------------------------------------- Xxxle: ] [UBS WARBURG LLC By: ------------------------------------------------ Title: ] By: ------------------------------------------------ Title: ] [BANC ONE CAPITAL MARKETS, INC. By: ------------------------------------------------ Title: ] [U.S. BANCORP PIPER JAFFRAY INC. By: ------------------------------------------------ Xxxxe: ] [Name of other Agent, if any] Schedule to Annex II Title of Purchased Securities: Aggregate Principal Amount: $ Price to Public: Purchase Price by [Merrill Lynch, Pierce, Fenner & Smith Incorporated] [UBS Warburg LLC] [Xxxx Xxe Capital Marketx, Xxx.] [X.X. Bancorp Piper Jaffray Inc.] [Name of other Agent]: % of the principal amoxxx xx xxx Xxrchased Securities [, plus accrued interest from to ] [and accrued amortization of discount from to ] Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in [next day] [immediately available] funds] Indenture: [Mortgage] [Note Indenture] Interest Commencement Date which shall be the Settlement Date unless otherwise noted ("Issue Date" on Secured Notes): Time of Delivery: Closing Location:
Appears in 1 contract
Samples: Northwest Natural Gas Co
Book-Entry Securities. If the Company shall establish pursuant to Section Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Book-Entry Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order and the Guarantor Order with respect to such series, authenticate and deliver one or more Book-Entry Securities, with Guarantees endorsed thereon, in temporary or permanent form that (a) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Book-Entry Securities, (b) shall be registered in the name of the Depositary for such Book-Entry Security of Securities or the nominee of such Depositary, (c) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (d) shall bear a legend substantially to the following effect (or such other legend as may be prescribed by the Depositary): “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to Section Section 3.01 for a Book-Entry Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Beneficial owners of part or all of a Book-Entry Security shall be subject to the rules of the Depositary as in effect from time to time. The Company, the Trustee and the Paying Agent shall not be responsible for any acts or omissions of the Depositary, for any Depositary records of beneficial interests or for any transactions between the Depositary and beneficial owners. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in definitive form, a Book-Entry Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series or to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section Section 3.06, the Company shall appoint a successor Depositary eligible under Section Section 3.06, with respect to the Securities of such series. If a successor Depositary eligible under Section Section 3.06 for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election that the Securities of such series be represented by one or more Book-Entry Securities shall no longer be effective with respect to the Securities of such series and the Company shall execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing such series in exchange for such Book-Entry Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Book-Entry Securities shall no longer be represented by such Book-Entry Security or Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form with Guarantees endorsed thereon and in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing such series in exchange for such Book-Entry Security or Securities. If specified by the Company pursuant to Section Section 3.01 with respect to a series of Securities represented by a Book-Entry Security, the Depositary for such Book-Entry Securities may surrender a Book-Entry Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive form, with Guarantees endorsed thereon, on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge:
Appears in 1 contract
Samples: Syngenta Finance N.V.
Book-Entry Securities. If Unless otherwise provided in any related Supplement, the Company Investor Securities, upon original issuance, shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more typewritten Securities representing the Book-Entry Securities, then to be delivered to the Company depositary specified in such Supplement (the "Depositary") which shall execute and be the Trustee Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. The Investor Securities of each Series shall, unless otherwise provided in accordance with this Section and the Company Order and the Guarantor Order with respect to such seriesrelated Supplement, authenticate and deliver one or more Book-Entry Securities, with Guarantees endorsed thereon, in temporary or permanent form that (a) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Book-Entry Securities, (b) shall initially be registered on the Security Register in the name of the Depositary for such Book-Entry Security of Securities or the nominee of the Clearing Agency or Foreign Clearing Agency. No Security Owner will receive a definitive security representing such DepositarySecurity Owner's interest in the related Series of Investor Securities, (c) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (d) shall bear a legend substantially to the following effect (or such other legend except as may be prescribed by the Depositary): “provided in Section 6.12. Unless and until it is exchanged definitive, fully registered Investor Securities of any Series ("Definitive Securities") have been issued to Security Owners pursuant to Section 6.12: (i) the provisions of this Section 6.10 shall be in whole or in part full force and effect with respect to each such Series; (ii) the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Securities in definitive registered form, this of each such Series) as the authorized representatives of the Security may not be transferred except as a whole by the Depositary Owners; (iii) to the nominee extent that the provisions of this Section 6.10 conflict with any other provisions of this Agreement, the Depositary provisions of this Section 6.10 shall control with respect to each such Series; and (iv) the rights of Security Owners of Investor Securities of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by a nominee of law and agreements between such Security Owners and the Depositary Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee Agreement applicable to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 3.01 for a Book-Entry Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Beneficial owners of part or all of a Book-Entry Security shall be subject to the rules of the Depositary as in effect from time to time. The Company, the Trustee and the Paying Agent shall not be responsible for any acts or omissions of the Depositary, for any Depositary records of beneficial interests or for any transactions between the Depositary and beneficial owners. Notwithstanding any other provision of this SectionSeries, unless and until it is exchanged in whole or in part for Securities in definitive form, a Book-Entry Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series or to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Definitive Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.06Series are issued pursuant to Section 6.12, the Company shall appoint a successor Depositary eligible under Section 3.06, with respect initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Securities to the Securities of such seriesClearing Agency Participants. If a successor Depositary eligible under Section 3.06 for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election that the Securities of such series be represented by one or more Book-Entry Securities shall no longer be effective with respect to the Securities of such series and the Company shall execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing such series in exchange for such Book-Entry Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Book-Entry Securities shall no longer be represented by such Book-Entry Security or Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form with Guarantees endorsed thereon and in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing such series in exchange for such Book-Entry Security or Securities. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities represented by a Book-Entry Security, the Depositary for such Book-Entry Securities may surrender a Book-Entry Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive form, with Guarantees endorsed thereon, on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge:Section 6.11
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Metris Receivables Inc)
Book-Entry Securities. If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part Unless otherwise specified in the form of one related Supplement for any Series or more Book-Entry Class, the Investor Securities, then the Company shall execute and the Trustee shallupon original issuance, in accordance with this Section and the Company Order and the Guarantor Order with respect to such series, authenticate and deliver one or more Book-Entry Securities, with Guarantees endorsed thereon, in temporary or permanent form that (a) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Book-Entry Securities, (b) shall be registered in the name of the Depositary for such Book-Entry Security of Securities or the nominee of such Depositary, (c) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (d) shall bear a legend substantially to the following effect (or such other legend as may be prescribed by the Depositary): “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 3.01 for a Book-Entry Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Beneficial owners of part or all of a Book-Entry Security shall be subject to the rules of the Depositary as in effect from time to time. The Company, the Trustee and the Paying Agent shall not be responsible for any acts or omissions of the Depositary, for any Depositary records of beneficial interests or for any transactions between the Depositary and beneficial owners. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in definitive form, a Book-Entry Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series or to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.06, the Company shall appoint a successor Depositary eligible under Section 3.06, with respect to the Securities of such series. If a successor Depositary eligible under Section 3.06 for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election that the Securities of such series be represented by one or more Book-Entry Securities shall no longer be effective with respect to the Securities of such series and the Company shall execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing such series in exchange for such Book-Entry Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Book-Entry master Investor Securities shall no longer be represented by such Book-Entry Security or Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form with Guarantees endorsed thereon and in an aggregate principal amount equal to the principal amount of representing the Book-Entry Securities, to be delivered to the Clearing Agency, by, or on behalf of, the Transferor. The Investor Securities shall initially be registered on the Security Register in the name of the Clearing Agency or Securities its nominee, and no Security Owner will receive a definitive security representing such series Security Owner's interest in exchange for such Book-Entry the Investor Securities, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Securities ("Definitive Securities") have been issued to the applicable Security or Securities. If specified by the Company Owners pursuant to Section 3.01 with respect to a series Section 6.12 or as otherwise specified in any such Supplement: (a) the provisions of Securities represented by a Book-Entry Securitythis Section shall be in full force and effect; (b) the Transferor, the Depositary for such Book-Entry Securities may surrender a Book-Entry Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive form, with Guarantees endorsed thereon, on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Security Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall authenticate control; and deliver(d) the rights of the respective Security 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 Security Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, without service charge:unless and until Definitive Securities are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Securities to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Securityholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Securities, such direction or consent may be given by Security Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Securities evidencing the requisite percentage of principal amount of Investor Securities.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Partners First Credit Card Master Trust)
