Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Debenture"), which global Debenture shall be registered in the name of the depositary (the "Depositary") selected by the Company or in the name of such Depositary's nominee. Each global Debenture shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary for such global Debentures or if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.
Appears in 9 contracts
Samples: Indenture (Pseg Funding Trust Ii), Indenture (Public Service Enterprise Group Inc), Indenture (Public Service Electric & Gas Co)
Book-Entry System. (a) In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global “Global Debenture"”), which global Global Debenture shall be registered in the name of the depositary a depository (the "Depositary"“Depository”) selected by the Company or in the name of such Depositary's Depository’s nominee. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the Depositary's Depository’s instruction and shall bear a legend substantially to the following effect: "“Except as otherwise provided in Section 2.12 of the Junior Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary Depository or to a successor Depositary Depository or to a nominee of such successor DepositaryDepository." ”
(b) Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.08, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any nominee to a successor DepositaryDepository or any nominee of such successor.
(c) So long as the Depository for a Global Debenture, or its nominee, is the registered owner of such Global Debenture, such Depository or such nominee, as the case may be, shall be considered the sole owner or Holder of the Debenture represented by such Global Debenture for all purposes under this Indenture. Except as provided below, owners of beneficial interests in a Global Debenture shall not be entitled to have any of the individual Debentures of the series represented by such Global Debenture registered in their names, shall not receive or be entitled to receive physical delivery of any such Debenture in definitive form and shall not be considered the owners or Holders thereof under this Indenture.
(d) Payments of principal of and premium, if any, and interest on individual Debentures represented by a Global Debenture registered in the name of a Depository or its nominee shall be made to the Depository or its nominee, as the case may be, as the registered owner of the Global Debenture representing such Debentures. None of the Company, the Trustee, any Paying Agent or the Registrar for such Debenture shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the Global Debenture representing such Debenture or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
(e) If (i) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures and no successor depository shall have been appointed within 90 days after the Company receives such notice, or if at any time the Depositary for such global Debentures shall no longer Depository ceases to be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and regulation at a successor Depositary for time when the Depository is required to be so registered to act as such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may bedepository, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Global Debentures and delivers to the Trustee an Officer's ’s Certificate evidencing such determination determination, or (iii) an Event of Default with respect to such Global Debenture occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's ’s Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Global Debentures of such series in exchange for such global Global Debentures. Upon the exchange of global Global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. .
(f) Members of or participants in the Depositary Depository shall have no rights under this Junior Indenture with respect to any global Global Debenture held on their behalf by the DepositaryDepository, and such Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Junior Indenture.
Appears in 4 contracts
Samples: Junior Indenture (Hawaiian Electric Co Inc), Junior Indenture (Maui Electric Co LTD), Junior Indenture (Hawaiian Electric Co Inc)
Book-Entry System. In order to utilize a book-entry-only system for all (a) The Bonds shall be initially issued and registered as provided in Section 2.03 hereof. Registered ownership of the Bonds, or any portion thereof, may not thereafter be transferred except:
(i) To any successor of Cede & Co., as nominee of The Depository Trust Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this Section (a “substitute depository”); provided, that any successor of Cede & Co., as nominee of The Depository Trust Company or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it;
(ii) To any substitute depository not objected to by the Treasurer, upon (1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the Treasurer to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or
(iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the Treasurer to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository.
(b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) hereof, upon receipt of the Debentures of any seriesoutstanding Bonds by the Paying Agent, all or together with a portion Written Request of the Debentures of any series may District, a new Bond for each maturity shall be issued executed and delivered pursuant to the procedures described in the form of one or more fully registered Debentures of the same series for Section 2.06 hereof in the aggregate principal amount of such Debentures of each Issue Datethe Bonds then outstanding, interest rate and Stated Maturity Date (a "global Debenture"), which global Debenture shall be registered in the name of the depositary (the "Depositary") selected by the Company or in the name of such Depositary's nominee. Each global Debenture shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such seriessubstitute depository, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary for such global Debentures or if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such conditiontheir nominees, as the case may be, (ii) all as specified in such Written Request of the Company determines in its sole discretion, that District. In the Debentures case of any series shall no longer be represented by one or more global Debentures and delivers transfer pursuant to the Trustee an Officer's Certificate evidencing such determination or clause (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trusteesubsection (a) hereof, upon receipt of an Officer's Certificate evidencing such determination the outstanding Bonds by the CompanyPaying Agent together with a Written Request of the District, will authenticate new Bonds shall be executed and deliver Debentures delivered in such denominations numbered in the manner determined by the Paying Agent and registered in the names of such series and persons as are requested in such Written Request of like tenor in definitive registered formthe District, in authorized denominationssubject to the limitations of Section 2.02, and in aggregate principal amount equal the receipt of such a Written Request of the District, and thereafter, the Bonds shall be transferred pursuant to the principal amount provisions set forth in Section 2.06 of this Paying Agent Agreement; provided, that the Paying Agent shall not be required to deliver such new Bonds within a period of fewer than 60 days.
(c) The Treasurer, the District and the Paying Agent shall be entitled to treat the person in whose name any Bond is registered as the Owner thereof, notwithstanding any notice to the contrary received by the Treasurer, the District or the Paying Agent, and the Treasurer, the District and the Paying Agent shall have no responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the global Debentures of such series in exchange for such global DebenturesBonds. Upon Neither the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominationsTreasurer, the global Debentures District nor the Paying Agent shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositaryhave any responsibility or obligation, pursuant to instructions from its direct or indirect participants legal or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures beneficial owners or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except as the owner of any Bonds.
(d) So long as the outstanding Bonds are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants registered in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary name of Cede & Co. or its nomineeregistered assigns, the Treasurer, the District and the Paying Agent shall cooperate with Cede & Co., as the case may besole Owner, may be treated by the Companyor its registered assigns, the Trustee, and any agent in effecting payment of the Company or principal of and interest on the Trustee as Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available (e.g., by wire transfer) on the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenturedate they are due.
Appears in 3 contracts
Samples: Paying Agent Agreement, Paying Agent Agreement, Paying Agent Agreement
Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. The Company initially appoints The Depository Trust Company ("DTC") to act as Depository with respect to the Global Debentures. The Trustee is authorized to enter into a letter of representation with DTC on a form provided to the Trustee by the Company and to act in accordance with such letter. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the IndentureTHIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor DepositaryAND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.7, a global Global Debenture of any series of Debentures may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof2.7, only by the Depository for such series to a nominee of such Depository or by a nominee of the Depositary Depository for such seriesseries to such Depository, or by the Depositary such Depository or any such nominee of to a successor Depositary Depository for such series selected or approved by the Company or to a nominee of such successor DepositaryDepository. If (ia) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures or if at any time the Depositary Depository for such global Global Debentures shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (iib) the Company determines in its sole discretion, discretion that the Debentures of any series shall no longer be represented by one or more global Global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuingdetermination, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing any such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Global Debentures of such series in exchange for such global Global Debentures. Upon the exchange of global Global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Global Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, Depository pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided aboveabove or as provided in any supplemental indenture, owners of beneficial interests in a global Global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary Depository shall have no rights under this Indenture with respect to any global Global Debenture held on their behalf by the DepositaryDepository, and such Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation but not limited to the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Debenture or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 3 contracts
Samples: Indenture (Prudential Financial Inc), Indenture (Prudential Financial Inc), Indenture (Prudential Financial Inc)
Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary Depositary (the "Depositary") selected by the Company or in the name of such Depositary's nominee. Each global Global Debenture shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this This Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary or by a nominee of the Depositary to the Depositary, another nominee of the Depositary or a successor of the Depositary or such nominee." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.07, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof2.07, only by the Depositary to a nominee of the Depositary for such series, or by a nominee of the Depositary to the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If another nominee.
(ia) at any time the Depositary for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary for such global Global Debentures or if at any time the Depositary for such global Global Debentures shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such global Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (iib) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided aboveabove or as provided in any supplemental indenture, owners of beneficial interests in a global Global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Global Debenture held on their behalf by the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification certification, proxy or other authorization furnished to such Trustee, agent of the Company, or agent of the Trustee by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.
Appears in 3 contracts
Samples: Indenture (New York Community Capital Trust I), Indenture (New York Community Bancorp Inc), Indenture (New York Community Bancorp Inc)
Book-Entry System. (a) In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary a depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Junior Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary Depository or to a successor Depositary Depository or to a nominee of such successor DepositaryDepository." "
(b) Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, hereof only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any nominee to a successor DepositaryDepository or any nominee of such successor.
(c) So long as the Depository for a Global Debenture, or its nominee, is the registered owner of such Global Debenture, such Depository or such nominee, as the case may be, shall be considered the sole owner or Holder of the Debenture represented by such Global Debenture for all purposes under this Indenture. Except as provided below, owners of beneficial interests in a Global Debenture shall not be entitled to have any of the individual Debentures of the series represented by such Global Debenture registered in their names, shall not receive or be entitled to receive physical delivery of any such Debenture in definitive form and shall not be considered the owners or Holders thereof under this Indenture.
(d) Payments of principal of and premium, if any, and interest on individual Debentures represented by a Global Debenture registered in the name of a Depository or its nominee shall be made to the Depository or its nominee, as the case may be, as the registered owner of the Global Debenture representing such Debentures. None of the Company, the Trustee, any Paying Agent or the Registrar for such Debenture shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the Global Debenture representing such Debenture or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
(e) If (i) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures and no successor depository shall have been appointed within 90 days after the Company receives such notice, or if at any time the Depositary for such global Debentures shall no longer Depository ceases to be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and regulation at a successor Depositary for time when the Depository is required to be so registered to act as such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may bedepository, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination determination, or (iii) an Event of Default with respect to such Global Debenture occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Global Debentures of such series in exchange for such global Global Debentures. Upon the exchange of global Global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. .
(f) Members of or participants in the Depositary Depository shall have no rights under this Junior Indenture with respect to any global Global Debenture held on their behalf by the DepositaryDepository, and such Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Junior Indenture.
Appears in 3 contracts
Samples: Junior Indenture (Hawaiian Electric Co Inc), Junior Indenture (Heco Capital Trust Ii), Junior Indenture (Hawaiian Electric Co Inc)
Book-Entry System. (a) In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary a depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Junior Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary Depository or to a successor Depositary Depository or to a nominee of such successor DepositaryDepository." "
(b) Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, hereof only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any nominee to a successor DepositaryDepository or any nominee of such successor.
(c) So long as the Depository for a Global Debenture, or its nominee, is the registered owner of such Global Debenture, such Depository or such nominee, as the case may be, shall be considered the sole owner or Holder of the Debenture represented by such Global Debenture for all purposes under this Indenture. Except as provided below, owners of beneficial interests in a Global Debenture shall not be entitled to have any of the individual Debentures of the series represented by such Global Debenture registered in their names, shall not receive or be entitled to receive physical delivery of any such Debenture in definitive form and shall not be considered the owners or Holders thereof under this Indenture.
(d) Payments of principal of and premium, if any, and interest on individual Debentures represented by a Global Debenture registered in the name of a Depository or its nominee shall be made to the Depository or its nominee, as the case may be, as the registered owner of the Global Debenture representing such Debentures. None of the Company, the Trustee, any Paying Agent or the Registrar for such Debenture shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the Global Debenture representing such Debenture or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
(e) If (i) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures and no successor depository shall have been appointed within 90 days after the Company receives such notice, or if at any time the Depositary for such global Debentures shall no longer Depository ceases to be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and regulation at a successor Depositary for time when the Depository is required to be so registered to act as such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may bedepository, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination determination, or (iii) an Event of Default with respect to such Global Debenture occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Global Debentures of such series in exchange for such global Global Debentures. Upon the exchange of global Global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Global Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The 27 Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. .
(f) Members of or participants in the Depositary Depository shall have no rights under this Junior Indenture with respect to any global Global Debenture held on their behalf by the DepositaryDepository, and such Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Junior Indenture.
Appears in 3 contracts
Samples: Junior Indenture (Heco Capital Trust Ii), Junior Indenture (Hawaiian Electric Co Inc), Junior Indenture (Hawaiian Electric Co Inc)
Book-Entry System. In order Notwithstanding anything to utilize the contrary herein, so long as any series of the Series 2020 Notes are being held under a book-entry-only entry system for all or any portion pursuant to this Section 3.18, transfers of beneficial ownership of such Notes will be effected pursuant to rules and procedures established by the Debentures of any series, all or Securities Depository. The Series 2020 Notes shall be initially issued under a portion of the Debentures of any series may book- entry system and shall be held thereunder except as provided in this Section 3.18. The Series 2020 Notes shall be initially issued in the form of one or more a separate, authenticated, fully registered Debentures of Series 2020 Note for each maturity in a principal amount equal to the same series for the aggregate principal amount of such Debentures of each Issue Datematurity, interest rate and Stated Maturity Date (a "global Debenture"), which global Debenture shall be registered on the Register in the name of the depositary (Securities Depository Nominee. So long as the "Depositary") selected by book-entry system is in effect, the Company or in Securities Depository Nominee will be recognized as the name of such Depositary's nominee. Each global Debenture shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 Holder of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee Series 2020 Notes for the purposes of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at paying the principal of, premium, if any, or interest on the Series 2020 Notes, (ii) selecting the Series 2020 Notes or portions thereof to be redeemed, (iii) giving any time notice permitted or required to be given to Holders under this Trust Agreement, (iv) registering the Depositary transfer of Series 2020 Notes, and (v) requesting any consent or other action to be taken by the Holders, and for global Debentures all other purposes whatsoever, and neither the Trustee nor the Corporation shall be affected by any notice to the contrary. Neither the Trustee nor the Corporation shall have any responsibility or obligation to any Participant, any beneficial owner of Series 2020 Notes or any other person claiming a beneficial ownership interest in the Series 2020 Notes under or through the Securities Depository or any Participant, or any other person which is not shown on the Register as being a Holder of Series 2020 Notes with respect to (i) the accuracy of any series records maintained by the Securities Depository or any Participant, (ii) the payment to the Securities Depository, any Participant or any beneficial owner of Debentures notifies Series 2020 Notes of any amount in respect of the Company that it principal of, premium, if any, or interest on the Series 2020 Notes, (iii) any notice which is unwilling permitted or unable required to continue be given to Holders under this Trust Agreement, (iv) the selection by the Securities Depository or any Participant or any other person to receive payment in the event of a partial redemption of the Series 2020 Notes or (v) any other action taken by the Securities Depository as Depositary for such global Debentures or Holder of the Series 2020 Notes. The Trustee shall pay all principal of and premium, if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulationany, and a successor Depositary for such global Debentures is not appointed by interest on the Company within 90 days after Series 2020 Notes only to the Company receives such notice Securities Depository or becomes aware of such conditionthe Securities Depository Nominee, as the case may be, (ii) and all such payments shall be valid and effectual to fully satisfy and discharge the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers obligations with respect to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event principal of Default occurs and is continuingpremium, then if any, and interest on the provisions of this Section 2.12 shall no longer apply Series 2020 Notes to the Debentures extent of the sum or sums so paid. The Securities Depository may determine to discontinue providing its services as such serieswith respect to the Series 2020 Notes at any time by giving notice to the Corporation and the Trustee and discharging its responsibilities with respect thereto under applicable laws. In such event, the Company will Corporation shall either (i) engage the services of another Securities Depository or (ii) deliver physical Series 2020 Notes in the manner described below. In the event the book-entry system is discontinued or terminated with respect to the Series 2020 Notes, and no other Securities Depository is named, then the Corporation shall notify the Trustee of such event and the Securities Depository shall immediately notify the Participants of the availability, through the Securities Depository, of physical Series 2020 Notes. In such event, the Corporation shall execute and the TrusteeTrustee shall authenticate, upon receipt of an Officer's Certificate evidencing such determination register and deliver physical Series 2020 Notes as requested by the CompanySecurities Depository or any Participant or beneficial owner of Series 2020 Notes in appropriate authorized denominations in exchange for the Series 2020 Notes registered in the name of Securities Depository Nominee. Notwithstanding any other provision of this Trust Agreement to the contrary, will authenticate and deliver Debentures so long as the Series 2020 Notes are registered in the name of such series and of like tenor in definitive registered formCede & Co., in authorized denominationsas Securities Depository Nominee, and in aggregate principal amount equal all payments with respect to the principal amount of of, premium, if any, and interest on the global Debentures of such series in exchange for such global Debentures. Upon Series 2020 Notes and all notices with respect to the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Debentures Series 2020 Notes shall be cancelled made and given, respectively, to The Depository Trust Company, New York, New York, as provided in the representation letter. In connection with any notice or other communication to be provided to the Holders by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as Corporation or the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf consent or other action to be taken by the DepositaryHolders, and such Depositary the Corporation or its nomineethe Trustee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of shall establish a record date for such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver consent or other action which a Holder is entitled and give the Securities Depository notice of such record date not less than 15 days in advance of such record date to give or take under this Indenturethe extent possible.
Appears in 2 contracts
Samples: Trust Agreement, Trust Agreement
Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Debenture"), which global Debenture shall be registered in the name of the depositary (the "Depositary") selected by the Company or in the name of such Depositary's nominee. Each global Debenture shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." 2.11.1 Notwithstanding any other provision of this Section 2.12 Indenture, the Issuer may elect to have the TCPL Sub Notes of a Series issued hereunder represented in the form of typewritten, English language, fully registered global certificates (that is a single global certificate for the TCPL Sub Notes) held by, or of Section 2.08 hereofon behalf of, a Clearing Agency (or its nominee) as depository of the global Debenture may be transferred in whole but not in part certificate (for its Participants) and registered on the register maintained by the Trustee pursuant to section 2.10 in the manner provided name of the Clearing Agency (or its nominee). It is expressly acknowledged that any such registrations of ownership and transfers of such TCPL Sub Notes, or interests of Participants therein, will be made by the Clearing Agency only through the applicable Book-Entry System in Section 2.08 hereofaccordance with policies and procedures of the Clearing Agency. Subject to this section 2.11, only the rights of the holder of any beneficial interest in the TCPL Sub Notes of a Series represented by a nominee global certificate (including the right to receive a certificate or other instrument evidencing an ownership interest in such TCPL Sub Notes) shall be limited to those established by any agreement (including a book-entry securities services agreement or letter of representations of the Depositary for Issuer to the Clearing Agency) between the Issuer and the Clearing Agency, by applicable law and agreements between the Clearing Agency and its Participants and between such seriesParticipants and the holder of such beneficial interest. Accordingly, or by except as provided herein, neither the Depositary or Issuer nor the Trustee shall be under any obligation to deliver, nor shall the holder of such interest have any right to require the delivery of, a certificate evidencing TCPL Sub Notes of a Series to the holder of the interest in such TCPL Sub Notes. In the event of any conflict between this Indenture and any such nominee of agreement between the Issuer and a successor Depositary for such series selected or approved by Clearing Agency, the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures terms of any series of Debentures notifies the Company that it is unwilling or unable such agreement shall prevail, subject to continue as Depositary for such global Debentures or if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulationsection 2.11.2.
2.11.2 Notwithstanding section 2.11.1, and a successor Depositary for such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware occurrence of such condition, as the case may be, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs or a breach of any of the covenants of the Issuer provided for in this Indenture which breach shall have continued unremedied for a period of 60 days after the Issuer has received notice of such breach, unless the Trustee (having regard to the subject matter of the breach) shall have agreed to a longer period and, in such event, within the period agreed to by the Trustee, the Holders of TCPL Sub Notes of a Series may at any time determine (which determination shall, for greater certainty, require an Ordinary Resolution and not an Extraordinary Resolution) that the continuation of the holding of the TCPL Sub Notes by only global certificates under the Book-Entry System is continuingno longer in the best interests of such Holders.
2.11.3 Upon any determination made pursuant to section 2.11.2, then or if required to do so by law, or if the applicable Book-Entry System ceases to exist, or if the Issuer determines that the applicable Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository and the Issuer is unable to locate a qualified successor, or if the Issuer at its option elects or is required by applicable law or rules of any securities exchange to terminate the applicable Book-Entry System for any reason,
2.11.3.1 the Trustee shall notify the applicable Clearing Agency and shall request such Clearing Agency to notify the Participants of the availability of definitive fully registered certificates representing TCPL Sub Notes;
2.11.3.2 the Trustee shall request the Clearing Agency to deliver the global certificate representing TCPL Sub Notes to the Trustee and the Trustee shall thereupon reduce the holdings of such Clearing Agency on the register maintained hereunder to nil in respect of the TCPL Sub Notes represented by such global certificate;
2.11.3.3 the Issuer shall issue or cause to be issued, in accordance with and subject to the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such eventIndenture, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange certificate, TCPL Sub Notes of global Debentures for such Debentures a Series in definitive form in an aggregate amount equal to the amount of such global certificate registered in the names of the Participants as advised by the Clearing Agency in accordance with their proportionate interest in such global certificate as recorded in the records maintained by such Clearing Agency as at the date of the issue of the TCPL Sub Notes in definitive form; and
2.11.3.4 after such replacement of such global certificate by definitive TCPL Sub Notes, all payments in respect of such TCPL Sub Notes in definitive form without coupons, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures made to the Persons registered holders thereof in whose names accordance with the terms and conditions of such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures TCPL Sub Notes in definitive form and will the provisions of this Indenture and in all other respects such registered holders shall be the holders thereof for all purposes hereunder.
2.11.4 All expenses of the Trustee and any applicable Clearing Agency relating to this section 2.11 shall be paid by the Issuer.
2.11.5 Any notice required or permitted to be given to any beneficial holder of TCPL Sub Notes while such TCPL Sub Notes are represented by a global certificate held by, or on behalf of, an applicable Clearing Agency as part of the Book-Entry System, shall be provided to or as directed by such Clearing Agency.
2.11.6 It is hereby acknowledged that in making the determination as to the percentage interest of a Participant in a global certificate, the Trustee shall be entitled to rely solely upon the records therefor maintained by any applicable Clearing Agency and confirmed in writing to the Trustee by such Clearing Agency.
2.11.7 The Issuer and the Trustee shall not be considered the Holders thereof responsible for any purpose under this Indenture. Members actions, inactions or omissions on the part of or participants in any Clearing Agency and/or the Depositary shall have no rights Participants under this Indenture with respect or under any agreements, service rules or procedures entered into between an applicable Clearing Agency and each Participant and shall not be liable to registered holders for any global Debenture held on their behalf such actions, inactions or omissions by any Clearing Agency and/or the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of Participants which adversely affect a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this IndenturePerson’s beneficial interest in TCPL Sub Notes.
Appears in 2 contracts
Samples: Trust Indenture (TransCanada Trust), Trust Indenture (Transcanada Pipelines LTD)
Book-Entry System. In order The following provisions shall apply to utilize the Bonds of Series Due 2019.
(a) The Bonds of Series Due 2019 shall be issued in fully registered form only. However, except as provided elsewhere in this Section, the registered owner of all of the Bonds of Series Due 2019 initially shall be The Depository Trust Company (“DTC”) or its nominee, and such Bonds of Series Due 2019 initially shall be registered in the name of DTC or its nominee. Payment of the principal of or interest on Bonds of Series Due 2019 registered in the name of DTC or its nominee shall be made in the manner specified in DTC’s rules and by-laws. DTC (and any successor securities depository) and its (or their) participating institutions (collectively “Participants”) shall maintain a book-entryentry registration and transfer system with respect to ownership of beneficial interests in the Bonds of Series Due 2019 (the “Book-only system for all or any portion Entry System”).
(b) The Bonds of the Debentures of any series, all or a portion of the Debentures of any series may Series Due 2019 initially shall be issued in the form of one or more authenticated, fully registered Debentures bonds for such series (each a “Global Security”) which (i) need not be in the form of a lithographed or engraved certificate, but may be typewritten or printed on ordinary paper or such paper as the same series for Trustee may reasonably request, (ii) shall represent and be denominated in an amount equal to 100% of the aggregate principal amount of such Debentures the Bonds of each Issue DateSeries Due 2019 issued under this Indenture, interest rate (iii) shall be executed by the Company and Stated Maturity Date authenticated by the Trustee in accordance with the provisions of this Indenture, (a "global Debenture"), which global Debenture iv) shall be registered in the name of DTC or its nominee, and delivered to DTC or its nominee or a custodian therefor, and (v) shall contain the depositary following legend on the face thereof: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (the "Depositary") selected by the Company “DTC”), to issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such Depositary's nomineeother name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered holder hereof, Cede & Co., has an interest herein. Each global Debenture shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction Unless and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, until it is exchanged in whole but or in part for Bonds of Series Due 2019 in definitive certificated form, each Global Security representing the Bonds of Series Due 2019 may not in part, only to another nominee of the Depositary or to be transferred except as a successor Depositary or whole by DTC to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 DTC or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such series, DTC to DTC or another nominee of DTC or by the Depositary DTC or any such nominee of to a successor Depositary for such series selected securities depository or approved by the Company or to a nominee of any such successor Depositarysecurities depository.
(c) The Trustee and the Company may treat DTC or its nominee, or any successor securities depository or nominee thereof (collectively, the “Depository”) as the sole and exclusive owner of the Bonds of Series Due 2019, registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds of Series Due 2019, giving any notice permitted or required to be given to Holders of the Bonds of Series Due 2019, under this Indenture, registering the transfer of the Bonds of Series Due 2019, obtaining any consent or other action to be taken by Holders of the Bonds of Series Due 2019, and for all other purposes whatsoever and neither the Trustee nor the Company shall be affected by any notice to the contrary. If Neither the Company nor the Trustee nor any Security Registrar nor any Paying Agent shall have any responsibility or obligation to any Participant, any Person claiming a beneficial ownership interest in the Bonds of Series Due 2019 under or through the Depository or any Participant, or any other Person which is not shown on the Security Register as being a Holder of the Bonds of Series Due 2019 with respect to (i) the accuracy of any records maintained by the Depository or any Participant; (ii) the payment by the Depository to any Participant of any amount in respect of the principal or Redemption Price of or interest on the Bonds of Series Due 2019; (iii) the payment by any Participant to any owner of a beneficial ownership interest in the Bonds of Series Due 2019, in respect of the principal or Redemption Price of or interest on the Bonds of Series Due 2019 or (iv) any consent or other action taken by the Depository as owner of the Bonds of Series Due 2019. The Trustee shall pay all principal or Redemption Price of and interest on the Bonds of Series Due 2019 only to or upon the order of the registered Holder or Holders of the Bonds of Series Due 2019, as shown on the Security Register, and all such payments shall be valid and effective to fully satisfy and discharge the Company’s obligations with respect to the principal or Redemption Price of and interest on the Bonds of Series Due 2019, to the extent of the sum or sums so paid. Except as hereinafter provided, no Person other than a Holder of the Bonds of Series Due 2019, as shown on the Security Register, shall receive an authenticated Bond evidencing the obligation of the Company to make payment of the principal or Redemption Price of and interest on the Bonds of Series Due 2019, 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 for Cede & Co, and subject to the provisions of this Indenture, the word “Cede & Co.”, as used in this Indenture, shall refer to each new nominee of DTC.
(d) In the event that after the occurrence of an Event of Default that has not been cured or waived, holders of a majority in aggregate principal amount of the beneficial interests in the Bonds of Series Due 2019, as reflected in the books and records of the Depository, notify the Trustee, through the Depository or any Participant, that the continuation of the Book-Entry System is no longer in the best interests of such holders of beneficial interests in the Bonds of such Series, then the Trustee shall notify the Depository and the Company, and the Depository will notify the Participants of the availability through the Depository of definitive certificated Bonds of such Series. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order, for the authentication and delivery of definitive certificated Bonds of Series Due 2019, will authenticate and deliver Bonds of such Series in definitive certificated form, in any authorized denominations, all pursuant to the provisions of this Indenture, to the Person or Persons specified to the Trustee in writing by the Depository in the aggregate principal amount of the applicable Global Security or Securities and in exchange for such Global Security or Securities.
(e) If at any time the Depositary for global Debentures of any series of Debentures Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Debentures the Bonds of Series Due 2019, or if at any time the Depositary for such global Debentures Depository shall no longer be registered or as a clearing agency in good standing under the Exchange Act or other applicable statute or regulation, and the Company may appoint a successor Depositary Depository with respect to the Bonds of such Series. If a successor Depository for the Bonds of such global Debentures Series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by a Company Order for the Companyauthentication and delivery of definitive certificated Bonds of Series Due 2019, will authenticate and deliver Debentures Bonds of such series and of like tenor Series in definitive registered certificated form, in any authorized denominations, all pursuant to the provisions of this Indenture, to the Person or Persons specified to the Trustee in writing by the Depository in the aggregate principal amount of the applicable Global Security or Global Securities and in exchange for such Global Security or Global Securities.
(f) The Company may at any time and in its sole discretion and subject to the procedures of the Depository determine that the Bonds of Series Due 2019 shall no longer be represented by a Global Security or Global Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive certificated Bonds of Series Due 2019, will authenticate and deliver Bonds of Series Due 2019 in definitive certificated form, in any authorized denominations, all pursuant to the provisions of this Indenture, to the Person or Persons specified to the Trustee in writing by the Depository in the aggregate principal amount of the Global Security or Global Securities and in exchange for such Global Security or Global Securities.
(g) Upon the exchange of any Global Security for the Bonds of Series Due 2019 in definitive certificated form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Debentures Global Security or Global Securities shall be cancelled by the Trustee. Such Debentures .
(h) Whenever the Depository requests the Company and the Trustee to do so, the Trustee and the Company will cooperate with the Depository in definitive registered form issued in exchange taking appropriate action after reasonable notice to (i) make available one or more separate Global Securities evidencing the Bonds of Series Due 2019 to any Participant having such Bonds of Series Due 2019 credited to its account at the Depository, or (ii) arrange for global Debentures another Depository to maintain custody of the Global Security or Securities evidencing the Bonds of Series Due 2019.
(i) In connection with any notice or other communication to be provided to Holders of the Bonds of Series Due 2019 pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as Indenture by the Depositary, pursuant to instructions from its direct Company or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf consent or other action to be taken by Holders of such Bonds of Series Due 2019, the Depositary, and such Depositary Company or its nomineethe Trustee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of shall establish a record date for such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver consent or other action which and give the Depository notice of such record date not less than 15 calendar days in advance of such record date to the extent possible. Such notice to the Depository shall be given only so long as a Depository or its nominee is the sole Holder is entitled to give or take under this Indentureof the Bonds of Series Due 2019.
Appears in 2 contracts
Samples: First Mortgage (Duke Energy Ohio, Inc.), First Mortgage (Duke Energy Ohio, Inc.)
Book-Entry System. (a) In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary a depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Junior Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary Depository or to a successor Depositary Depository or to a nominee of such successor DepositaryDepository." "
(b) Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, hereof only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any nominee to a successor DepositaryDepository or any nominee of such successor.
(c) So long as the Depository for a Global Debenture, or its nominee, is the registered owner of such Global Debenture, such Depository or such nominee, as the case may be, shall be considered the sole owner or Holder of the Debenture represented by such Global Debenture for all purposes under this Indenture. Except as provided below, owners of beneficial interests in a Global Debenture shall not be entitled to have any of the individual Debentures of the series represented by such Global Debenture registered in their names, shall not receive or be entitled to receive physical delivery of any such Debenture in definitive form and shall not be considered the owners or Holders thereof under this Indenture.
(d) Payments of principal of and premium, if any, and interest on individual Debentures represented by a Global Debenture registered in the name of a Depository or its nominee shall be made to the Depository or its nominee, as the case may be, as the registered owner of the Global Debenture representing such Debentures. None of the Company, the Trustee, any Paying Agent or the Registrar for such Debenture shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the Global Debenture representing such Debenture or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
(e) If (i) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures and no successor depository shall have been appointed within 90 days after the Company receives such notice, or if at any time the Depositary for such global Debentures shall no longer Depository ceases to be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and regulation at a successor Depositary for time when the Depository is required to be so registered to act as such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may bedepository, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination determination, or (iii) an Event of Default with respect to such Global Debenture occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Global Debentures of such series in exchange for such global Global Debentures. Upon the exchange of global Global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Global Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. .
(f) Members of or participants in the Depositary Depository shall have no rights under this Junior Indenture with respect to any global Global Debenture held on their behalf by the DepositaryDepository, and such Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Junior Indenture.
Appears in 2 contracts
Samples: Junior Indenture (Hawaiian Electric Co Inc), Junior Indenture (Heco Capital Trust I)
Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. The Company initially appoints The Depository Trust Company ("DTC") to act as Depository with respect to the Global Debentures. The Trustee is authorized to enter into a letter of representation with DTC on a form provided to the Trustee by the Company and to act in accordance with such letter. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the IndentureTHIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor DepositaryAND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.7, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof2.7, only by a nominee of the Depositary Depository for such series, or by the Depositary Depository or any such nominee of a successor Depositary Depository for such series selected or approved by the Company or to a nominee of such successor DepositaryDepository. If (ia) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures or if at any time the Depositary Depository for such global Global Debentures shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (iib) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.
Appears in 2 contracts
Samples: Indenture (Metlife Capital Trust I), Indenture (Metlife Capital Trust I)
Book-Entry System. In order (a) Notwithstanding any provision of the Indenture or this Sixth Supplemental Indenture to utilize a book-entry-only system for all the contrary, the Series 2019 Bonds shall be initially issued as provided in Section 2002 hereof. Registered ownership of such Series 2019 Bonds, or any portion portions thereof, may not thereafter be transferred except:
(i) to any successor of DTC or its nominee, or of any substitute depository designated pursuant to clause (ii) of this subsection (a) (“Substitute Depository”); provided that any successor of DTC or Substitute Depository shall be qualified under any applicable laws to provide the service proposed to be provided by it;
(ii) to any Substitute Depository not objected to by the Trustee, upon
(A) the resignation of DTC or its successor (or any Substitute Depository or its successor) from its functions as depository, or (B) a determination by the County that DTC (or its successor) is no longer able to carry out its functions as depository; provided that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or
(iii) to any person as provided in subparagraph (b) below, upon (A) the resignation of DTC or its successor (or any Substitute Depository or its successor) from its functions as depository, or (B) a determination by the County that DTC or its successor (or Substitute Depository or its successor) is no longer able to carry out its functions as depository or that it is no longer desirable to use a depository.
(b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) of this Section, upon receipt of all Outstanding Series 2019 Bonds by the Trustee, together with a written request of the Debentures of any seriesCounty to the Trustee designating the Substitute Depository, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Debenture")single new Series 2019 Bond, which global Debenture the County shall prepare or cause to be prepared, shall be executed and delivered for each maturity of Series 2019 Bonds then outstanding, registered in the name of the depositary (the "Depositary") selected by the Company or in the name of such Depositary's nominee. Each global Debenture shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such seriesSubstitute Depository, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary for such global Debentures or if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such conditiontheir nominees, as the case may be, (ii) all as specified in such written request of the Company determines in its sole discretion, that County. In the Debentures case of any series shall no longer be represented by one or more global Debentures and delivers transfer pursuant to the Trustee an Officer's Certificate evidencing such determination or clause (iii) an Event of Default occurs and is continuing, then the provisions subsection (a) of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the TrusteeSection, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Debentures shall be cancelled all Outstanding Series 2019 Bonds by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant , together with a written request of the County to this Section 2.12 the Trustee, new Series 2019 Bonds, which the County shall prepare or cause to be prepared, shall be executed and delivered in such denominations and registered in the names of such names and persons as are requested in such authorized denominations as written request of the DepositaryCounty, pursuant subject to instructions the limitations of Section 2002 hereof, provided that the Trustee shall not be required to deliver such new Series 2019 Bonds within a period less than sixty (60) days from the date of receipt of such written request from the County.
(c) In the case of a partial redemption of any Series 2019 Bonds evidencing a portion of the principal maturing in a particular year, DTC or its direct successor (or indirect participants any Substitute Depository or otherwiseits successor) shall make an appropriate notation on such reduction in principal, shall instruct in form acceptable to the Trustee, all in accordance with the Letter of Representations. The Trustee shall deliver not be liable for such Debentures depository’s failure to make such notations or errors in making such notations.
(d) The County and the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture Trustee shall not be entitled to receive physical delivery of Debentures treat the person in definitive form and will not be considered the Holders thereof for whose name any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary or its nominee, Series 2019 Bond is registered as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures Owner thereof for all purposes whatsoeverof the Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the County; and the County and the Trustee shall not have responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the Series 2019 Bonds. Neither the County nor the Trustee shall have any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party, including DTC or its successor (or Substitute Depository or its successor), except to the Owner of any Series 2019 Bonds, and the Trustee may rely conclusively on its records as to the identity of the Owners of the Series 2019 Bonds.
(e) Notwithstanding any other provision of the foregoingIndenture and so long as all outstanding Series 2019 Bonds are registered in the name of Cede & Co., nothing herein shall prevent the Companyor its registered assigns, the TrusteeCounty and the Trustee shall cooperate with Cede & Co., or any agent as sole registered Bondowner, and its registered assigns in effecting payment of the Company or principal of and interest on the Trustee, from giving effect to any written certification proxy or other authorization furnished Series 2019 Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made available on the Depositary or impair, as between date they are due all in accordance with the Depositary and its members or participantsLetter of Representations, the operation provisions of customary practices governing exercise of which the rights of a Holder of Trustee may rely upon to implement the foregoing procedures notwithstanding any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indentureinconsistent provisions herein.
Appears in 1 contract
Samples: Supplemental Indenture
Book-Entry System. In order to utilize a book-entry-only system for all (a) The Refunding Bonds shall be initially issued and registered as provided in Section 2.03 hereof. Registered ownership of the Refunding Bonds, or any portion thereof, may not thereafter be transferred except:
(i) To any successor of Cede & Co., as nominee of The Depository Trust Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this Section (a “substitute depository”); provided, that any successor of Cede & Co., as nominee of The Depository Trust Company or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it;
(ii) To any substitute depository not objected to by the County Treasurer, upon
(1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the County Treasurer to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or
(iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the County Treasurer to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository.
(b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) hereof, upon receipt of the Debentures of any seriesoutstanding Refunding Bonds by the Paying Agent, all or together with a portion Written Request of the Debentures of any series may District, a new Refunding Bond for each maturity shall be issued executed and delivered pursuant to the procedures described in the form of one or more fully registered Debentures of the same series for Section 2.04 hereof in the aggregate principal amount of such Debentures of each Issue Datethe Refunding Bonds then outstanding, interest rate and Stated Maturity Date (a "global Debenture"), which global Debenture shall be registered in the name of the depositary (the "Depositary") selected by the Company or in the name of such Depositary's nominee. Each global Debenture shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such seriessubstitute depository, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary for such global Debentures or if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such conditiontheir nominees, as the case may be, (ii) all as specified in such Written Request of the Company determines in its sole discretion, that District. In the Debentures case of any series shall no longer be represented by one or more global Debentures and delivers transfer pursuant to the Trustee an Officer's Certificate evidencing such determination or clause (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trusteesubsection (a) hereof, upon receipt of an Officer's Certificate evidencing such determination the outstanding Refunding Bonds by the CompanyPaying Agent together with a Written Request of the District, will authenticate new Refunding Bonds shall be executed and deliver Debentures delivered in such denominations numbered in the manner determined by the Paying Agent and registered in the names of such series persons as are requested in such Written Request of the District, subject to the limitations of Sections 2.02 and of like tenor in definitive registered form2.03, in authorized denominationsas applicable, and in aggregate principal amount equal the receipt of such a Written Request of the District, and thereafter, the Refunding Bonds shall be transferred pursuant to the principal amount provisions set forth in Section 2.06 of this Paying Agent Agreement; provided, that the Paying Agent shall not be required to deliver such new Refunding Bonds within a period of fewer than 60 days.
(c) The County Treasurer, the District and the Paying Agent shall be entitled to treat the person in whose name any Refunding Bond is registered as the Owner thereof, notwithstanding any notice to the contrary received by the County Treasurer, the District or the Paying Agent, and the County Treasurer, the District and the Paying Agent shall have no responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the global Debentures of such series in exchange for such global DebenturesRefunding Bonds. Upon Neither the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominationsCounty Treasurer, the global Debentures District nor the Paying Agent shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositaryhave any responsibility or obligation, pursuant to instructions from its direct or indirect participants legal or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures beneficial owners or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except as the Owner of any Refunding Bonds.
(d) So long as the outstanding Refunding Bonds are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants registered in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary name of Cede & Co. or its nomineeregistered assigns, the County Treasurer, the District and the Paying Agent shall cooperate with Cede & Co., as the case may besole Owner, may be treated by the Companyor its registered assigns, the Trustee, and any agent in effecting payment of the Company or principal of and interest on the Trustee as Refunding Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available (e.g., by wire transfer) on the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenturedate they are due.
Appears in 1 contract
Samples: Paying Agent Agreement
Book-Entry System. In order Notwithstanding any provision of this Indenture to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date contrary:
(a "global Debenture"), which global Debenture a) The Bonds shall be initially issued and registered in the name of “Cede & Co.,” as nominee of The Depository Trust Company, the depositary (the "Depositary") selected depository designated by the Original Purchaser, and shall be evidenced by one certificate maturing on each of the maturity dates set forth in Sec- tion 2.02 hereof to be in a denomination corresponding to the total principal therein designated to mature on such date. Registered ownership of such Bonds, or any portions thereof, may not thereafter be transferred except:
(i) to any successor of The Depository Trust Company or its nominee, or of any substitute depository designated pursuant to paragraph (ii) of this subsection (a) (“sub- stitute depository”); provided that any successor of The Depository Trust Company or substitute depository shall be qualified under any applicable laws to provide the service proposed to be provided by it;
(ii) to any substitute depository designated in a written request of the Agency, upon (A) the resignation of The Depository Trust Company or its successor (or any sub- stitute depository or its successor) from its functions as depository or (B) a determination by the Agency that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or
(iii) to any person as provided below, upon (A) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository or (B) a determination by the Agency that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that no substitute depository which is not objected to by the Agency and the Trustee can be obtained.
(b) In the case of any transfer pursuant to paragraph (i) or paragraph (ii) of subsection (a) of this Section 2.04, upon receipt of all Outstanding Bonds by the Trustee, together with a written request of an Authorized Representative of the Agency to the Trustee, a single new Bond shall be issued, authenticated and delivered for each maturity of such Bond then outstanding, registered in the name of such Depositary's nominee. Each global Debenture shall be delivered by the Trustee to the Depositary successor or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary such substitute depository or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary for such global Debentures or if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such conditiontheir nominees, as the case may be, (ii) all as specified in such written request of an Authorized Representative of the Company determines in its sole discretion, that Agency. In the Debentures case of any series shall no longer be represented by one or more global Debentures and delivers transfer pursuant to the Trustee an Officer's Certificate evidencing such determination or paragraph (iii) an Event of Default occurs and is continuing, then the provisions subsection (a) of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee2.04, upon receipt of an Officer's Certificate evidencing such determination all Outstanding Bonds by the CompanyTrustee together with a written request of an Authorized Repre- sentative of the Agency, will authenticate new Bonds shall be issued, authenticated and deliver Debentures delivered in such denom- inations and registered in the names of such series and persons as are requested in a written request of like tenor the Agency provided the Trustee shall not be required to deliver such new Bonds within a period less than sixty (60) days from the date of receipt of such a written request of an Authorized Rep- resentative of the Agency.
(c) In the case of partial redemption or an advance refunding of any Bonds evidencing all of the principal maturing in definitive registered forma particular year, in authorized denominationsThe Depository Trust Company shall, and in aggregate principal amount equal at the Agency’s expense, deliver the Bonds to the principal amount Trustee for cancellation and re-registration to reflect the amounts of such reduction in principal.
(d) The Agency and the Trustee shall be entitled to treat the person in whose name any Bond is registered as the absolute Owner thereof for all purposes of this Indenture and any ap- plicable laws, notwithstanding any notice to the contrary received by the Trustee or the Agency; and the Agency and the Trustee shall have no responsibility for transmitting payments to, com- munication with, notifying or otherwise dealing with any beneficial owners of the global Debentures of such series in exchange for such global DebenturesBonds. Upon Neither the exchange of global Debentures for such Debentures in definitive registered form without couponsAgency nor the Trustee will have any responsibility or obligations, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants legal or otherwise, shall instruct to the Trustee. beneficial owners or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except for the registered owner of any Bond.
(e) So long as all outstanding Bonds are registered in the name of Cede & Co. or its regis- tered assign, the Agency and the Trustee shall deliver such Debentures to reasonably cooperate with Cede & Co., as sole registered Owner, or its registered assign in effecting payment of the Persons in whose names such Debentures are so registered. Except as provided aboveprincipal and redemption premium, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form if any, and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture interest due with respect to any global Debenture held the Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on their behalf the date they are due.
(f) So long as all Outstanding Bonds are registered in the name of Cede & Co. or its regis- tered assigns (hereinafter, for purposes of this paragraph (f), the “Owner”):
(i) All notices and payments addressed to the Owners shall contain the Bonds’ CUSIP number.
(ii) Notices to the Owner shall be forwarded in the manner set forth in the form of blanket issuer letter of representations (prepared by The Depository Trust Company) ex- ecuted by the Depositary, Agency and such Depositary or its nominee, as the case may be, may be treated received and accepted by the The Depository Trust Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.
Appears in 1 contract
Samples: Indenture of Trust
Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures Securities of any series, all or a portion of the Debentures Securities of any series may be issued in the form of one or more fully registered Debentures Securities of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (as a "global Debenture")Global Security, which global Debenture Global Security shall be registered in the name of the depositary (the "Depositary") Depository selected by the Company or in the name of such DepositaryDepository's nominee. Each global Debenture Global Security shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture This Security may be transferred, in whole but not in part, only to another nominee of the Depositary Depository or to a successor Depositary Depository or to a nominee of such successor DepositaryDepository." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof308, a global Debenture Global Security may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof308, only by a nominee of the Depositary Depository for such series, or by the Depositary Depository or any such nominee of a successor Depositary for Depoxxxxxx xxx such series selected or approved by the Company or to a nominee of such successor DepositaryDepository. If (ia) at any time the Depositary Depository for global Debentures Global Securities of any series of Debentures Securities notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Debentures Global Securities or if at any time the Depositary Depository for such global Debentures Global Securities shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Debentures Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (iib) the Company determines in its sole discretion, that the Debentures Securities of any series shall no longer be represented by one or more global Debentures Global Securities and delivers to the Trustee an Officer's Officers' Certificate evidencing such determination or (iiic) a Default or an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures Securities of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver Debentures Securities of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures Global Securities of such series in exchange for such global DebenturesGlobal Securities. Upon the exchange of global Debentures Global Securities for such Debentures Securities in definitive registered form without couponsCoupons, in authorized denominations, the global Debentures Global Securities shall be cancelled canceled by the Trustee. Such Debentures Securities in definitive registered form issued in exchange for global Debentures Global Securities pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Persons in whose names such Debentures Securities are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.
Appears in 1 contract
Samples: Indenture (Hercules Inc)
Book-Entry System. In order 2.11.1 Notwithstanding any other provision of this Indenture, the Issuer may elect to utilize have the Trust Notes of a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be Series issued hereunder represented in the form of one or more typewritten, English language, fully registered Debentures global certificates held by, or on behalf of, a Clearing Agency (or its nominee) as depository of the same series global certificate (for its Participants) and registered on the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Debenture"), which global Debenture shall be registered register maintained by the Trustee pursuant to section 2.10 in the name of the depositary Clearing Agency (the "Depositary") selected or its nominee). It is expressly acknowledged that any such registrations of ownership and transfers of such Trust Notes, or interests of Participants therein, will be made by the Company or Clearing Agency only through the applicable Book-Entry System in accordance with policies and procedures of the Clearing Agency. Subject to this section 2.11, the rights of the holder of any beneficial interest in the name Trust Notes of a Series represented by a global certificate (including the right to receive a certificate or other instrument evidencing an ownership interest in such Trust Notes) shall be limited to those established by any agreement (including a book-entry securities services agreement or letter of representations of the Issuer to the Clearing Agency) between the Issuer and the Clearing Agency, by applicable law and agreements between the Clearing Agency and its Participants and between such Participants and the holder of such Depositary's nomineebeneficial interest. Each global Debenture Accordingly, except as provided herein, neither the Issuer nor the Trustee shall be delivered by under any obligation to deliver, nor shall the Trustee holder of such interest have any right to require the delivery of, a certificate evidencing Trust Notes of a Series to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 holder of the Indenture, interest in such Trust Notes. In the event of any conflict between this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part Indenture and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of agreement between the Issuer and a successor Depositary for such series selected or approved by Clearing Agency, the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures terms of any series of Debentures notifies the Company that it is unwilling or unable such agreement shall prevail, subject to continue as Depositary for such global Debentures or if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulationsection 2.11.2.
2.11.2 Notwithstanding section 2.11.1, and a successor Depositary for such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware occurrence of such condition, as the case may be, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs or a breach of any of the covenants of the Issuer provided for in this Indenture which breach shall have continued unremedied for a period of 60 days after the Issuer has received notice of such breach, unless the Trustee (having regard to the subject matter of the breach) shall have agreed to a longer period and, in such event, within the period agreed to by the Trustee, the Holders of Trust Notes of a Series may at any time determine (which determination shall, for greater certainty, require an Ordinary Resolution and not an Extraordinary Resolution) that the continuation of the holding of the Trust Notes by only global certificates under the Book-Entry System is continuingno longer in the best interests of such Holders.
2.11.3 Upon any determination made pursuant to section 2.11.2, then or if required to do so by law, or if the applicable Book-Entry System ceases to exist, or if the Issuer determines that the applicable Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository and the Issuer is unable to locate a qualified successor, or if the Issuer at its option elects or is required by applicable law or rules of any securities exchange to terminate the applicable Book-Entry System for any reason,
2.11.3.1 the Trustee shall notify the applicable Clearing Agency and shall request such Clearing Agency to notify the Participants of the availability of definitive fully registered certificates representing Trust Notes;
2.11.3.2 the Trustee shall request the Clearing Agency to deliver the global certificate representing Trust Notes to the Trustee and the Trustee shall thereupon reduce the holdings of such Clearing Agency on the register maintained hereunder to nil in respect of the Trust Notes represented by such global certificate;
2.11.3.3 the Issuer shall issue or cause to be issued, in accordance with and subject to the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such eventIndenture, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange certificate, Trust Notes of global Debentures for such Debentures a Series in definitive form in an aggregate amount equal to the amount of such global certificate registered in the names of the Participants as advised by the Clearing Agency in accordance with their proportionate interest in such global certificate as recorded in the records maintained by such Clearing Agency as at the date of the issue of the Trust Notes in definitive form; and
2.11.3.4 after such replacement of such global certificate by definitive Trust Notes, all payments in respect of such Trust Notes in definitive form without coupons, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures made to the Persons registered holders thereof in whose names accordance with the terms and conditions of such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures Trust Notes in definitive form and will the provisions of this Indenture and in all other respects such registered holders shall be the holders thereof for all purposes hereunder.
2.11.4 All expenses of the Trustee and any applicable Clearing Agency relating to this section 2.11 shall be paid by the Issuer.
2.11.5 Any notice required or permitted to be given to any beneficial holder of Trust Notes while such Trust Notes are represented by a global certificate held by, or on behalf of, an applicable Clearing Agency as part of the Book-Entry System, shall be provided to or as directed by such Clearing Agency.
2.11.6 It is hereby acknowledged that in making the determination as to the percentage interest of a Participant in a global certificate, the Trustee shall be entitled to rely solely upon the records therefor maintained by any applicable Clearing Agency and confirmed in writing to the Trustee by such Clearing Agency.
2.11.7 The Issuer shall not be considered the Holders thereof responsible for any purpose under this Indenture. Members actions, inactions or omissions on the part of or participants in any Clearing Agency and/or the Depositary shall have no rights Participants under this Indenture with respect or under any agreements, service rules or procedures entered into between an applicable Clearing Agency and each Participant and shall not be liable to registered holders for any global Debenture held on their behalf such actions, inactions or omissions by any Clearing Agency and/or the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of Participants which adversely affect a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this IndenturePerson’s beneficial interest in Trust Notes.
Appears in 1 contract
Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this This Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary Depository or to a successor Depositary Depository or to a nominee of such successor DepositaryDepository." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.07, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof2.07, only by a nominee of the Depositary Depository for such series, or by the Depositary Depository or any such nominee of a successor Depositary Depository for such series selected or approved by the Company or to a nominee of such successor DepositaryDepository. If (ia) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures or if at any time the Depositary Depository for such global Global Debentures shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.the
Appears in 1 contract
Samples: Indenture (Hercules Inc)
Book-Entry System. In order 2.11.1. Notwithstanding any other provision of this Indenture, the Issuer may elect to utilize have the Notes of a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be Series issued hereunder represented in the form of one or more typewritten, English language, fully registered Debentures global certificates held by, or on behalf of, a Clearing Agency (or its nominee) as depository of the same series global certificate (for its Participants) and registered on the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Debenture"), which global Debenture shall be registered register maintained by the Trustee pursuant to Section 2.10 in the name of the depositary Clearing Agency (the "Depositary") selected or its nominee). It is expressly acknowledged that any such registrations of ownership and transfers of such Notes, or interests of Participants therein, will be made by the Company or Clearing Agency only through the applicable Book-Entry System in accordance with policies and procedures of the Clearing Agency. Subject to this Section 2.11, the rights of the holder of any beneficial interest in the name Notes of a Series represented by a global certificate (including the right to receive a certificate or other instrument evidencing an ownership interest in such Notes) shall be limited to those established by any agreement (including a book-entry securities services agreement or letter of representations of the Issuer to the Clearing Agency) between the Issuer and the Clearing Agency, by applicable law and agreements between the Clearing Agency and its Participants and between such Participants and the holder of such Depositary's nomineebeneficial interest. Each global Debenture Accordingly, except as provided herein, neither the Issuer nor the Trustee shall be delivered by under any obligation to deliver, nor shall the Trustee holder of such interest have any right to require the delivery of, a certificate evidencing Notes of a Series to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 holder of the Indenture, interest in such Notes. In the event of any conflict between this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part Indenture and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of agreement between the Issuer and a successor Depositary for such series selected or approved by Clearing Agency, the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures terms of any series of Debentures notifies the Company that it is unwilling or unable such agreement shall prevail, subject to continue as Depositary for such global Debentures or if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulationSection 2.11.2.
2.11.2. Notwithstanding Section 2.11.1, and a successor Depositary for such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware occurrence of such condition, as the case may be, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs or a breach of any of the covenants of the Issuer provided for in this Indenture which breach shall have continued unremedied for a period of 60 days after the Issuer has received notice of such breach, unless the Trustee (having regard to the subject matter of the breach) shall have agreed to a longer period and, in such event, within the period agreed to by the Trustee, the Holders of Notes of a Series may at any time determine (which determination shall, for greater certainty, require an Ordinary Resolution and not an Extraordinary Resolution) that the continuation of the holding of the Notes by only global certificates under the Book-Entry System is continuingno longer in the best interests of such Holders.
2.11.3. Upon any determination made pursuant to Section 2.11.2, then or if required to do so by law, or if the applicable Book-Entry System ceases to exist, or if the Issuer determines that the applicable Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository and the Issuer is unable to locate a qualified successor, or if the Issuer at its option elects or is required by applicable law or rules of any securities exchange to terminate the applicable Book-Entry System for any reason,
2.11.3.1 the Trustee shall notify the applicable Clearing Agency and shall request such Clearing Agency to notify the Participants of the availability of definitive fully registered certificates representing Notes;
2.11.3.2 the Trustee shall request the Clearing Agency to deliver the global certificate representing Notes to the Trustee and the Trustee shall thereupon reduce the holdings of such Clearing Agency on the register maintained hereunder to nil in respect of the Notes represented by such global certificate;
2.11.3.3 the Issuer shall issue or cause to be issued, in accordance with and subject to the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such eventIndenture, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange certificate, Notes of global Debentures for such Debentures a Series in definitive form in an aggregate amount equal to the amount of such global certificate registered in the names of the Participants as advised by the Clearing Agency in accordance with their proportionate interest in such global certificate as recorded in the records maintained by such Clearing Agency as at the date of the issue of the Notes in definitive form; and
2.11.3.4 after such replacement of such global certificate by definitive Notes, all payments in respect of such Notes in definitive form without coupons, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures made to the Persons registered holders thereof in whose names accordance with the terms and conditions of such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures Notes in definitive form and will the provisions of this Indenture and in all other respects such registered holders shall be the holders thereof for all purposes hereunder.
2.11.4. All expenses of the Trustee and any applicable Clearing Agency relating to this Section 2.11 shall be paid by the Issuer.
2.11.5. Any notice required or permitted to be given to any beneficial holder of Notes while such Notes are represented by a global certificate held by, or on behalf of, an applicable Clearing Agency as part of the Book-Entry System, shall be provided to or as directed by such Clearing Agency.
2.11.6. It is hereby acknowledged that in making the determination as to the percentage interest of a Participant in a global certificate, the Trustee shall be entitled to rely solely upon the records therefor maintained by any applicable Clearing Agency and confirmed in writing to the Trustee by such Clearing Agency.
2.11.7. The Issuer shall not be considered the Holders thereof responsible for any purpose under this Indenture. Members actions, inactions or omissions on the part of or participants in any Clearing Agency and/or the Depositary shall have no rights Participants under this Indenture with respect or under any agreements, service rules or procedures entered into between an applicable Clearing Agency and each Participant and shall not be liable to registered holders for any global Debenture held on their behalf such actions, inactions or omissions by any Clearing Agency and/or the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of Participants which adversely affect a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this IndenturePerson’s beneficial interest in Notes.
Appears in 1 contract
Samples: Trust Indenture (Emera Inc)
Book-Entry System. In order Notwithstanding any provision of this Indenture to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date contrary:
(a "global Debenture"), which global Debenture a) The Bonds shall be initially issued registered in the name of “Cede & Co.,” as nominee of The Depository Trust Company and shall be evidenced by one Bond maturing on each of the depositary maturity dates set forth in Section 2.02 hereof to be in a denomination corresponding to the total principal therein designated to mature on such date. Registered ownership of such Bonds, or any portions thereof, may not thereafter be transferred except:
(i) to any successor of The Depository Trust Company or its nominee, or of any substitute depository designated pursuant to paragraph (ii) of this subsection (a) (“substitute depository”); provided that any successor of The Depository Trust Company or substitute depository shall be qualified under any applicable laws to provide the "Depositary"service proposed to be provided by it;
(ii) selected to any substitute depository designated in a written request of the Authority, upon (A) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository or (B) a determination by the Authority that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or
(iii) to any person as provided below, upon (A) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository or (B) a determination by the Authority that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that no substitute depository which is not objected to by the Authority and the Trustee can be obtained.
(b) In the case of any transfer pursuant to paragraph (i) or paragraph (ii) of subsection (a) of this Section 2.10, upon receipt of all Outstanding Bonds by the Trustee, together with a written request of an Authorized Representative of the Authority to the Trustee, a single new Bond shall be issued, authenticated and delivered for each maturity of such Bond then outstanding, registered in the name of such Depositary's nominee. Each global Debenture shall be delivered by the Trustee to the Depositary successor or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary such substitute depository or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary for such global Debentures or if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such conditiontheir nominees, as the case may be, (ii) all as specified in such written request of an Authorized Representative of the Company determines in its sole discretion, that Authority. In the Debentures case of any series shall no longer be represented by one or more global Debentures and delivers transfer pursuant to the Trustee an Officer's Certificate evidencing such determination or paragraph (iii) an Event of Default occurs and is continuing, then the provisions subsection (a) of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee2.10, upon receipt of an Officer's Certificate evidencing such determination all Outstanding Bonds by the CompanyTrustee together with a written request of an Authorized Representative of the Authority, will authenticate new Bonds shall be issued, authenticated and deliver Debentures delivered in such denominations and registered in the names of such series and persons as are requested in a written request of like tenor the Authority provided the Trustee shall not be required to deliver such new Bonds within a period less than sixty (60) days from the date of receipt of such a written request of an Authorized Representative of the Authority.
(c) In the case of partial redemption or a partial advance refunding of any Bonds evidencing all of the principal maturing in definitive registered forma particular year, in authorized denominationsThe Depository Trust Company shall, and in aggregate principal amount equal at the Authority’s expense, deliver the Bonds to the principal amount Trustee for cancellation and re- registration to reflect the amounts of such reduction in principal.
(d) The Authority and the Trustee shall be entitled to treat the person in whose name any Bond is registered as the absolute Owner thereof for all purposes of this Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Authority; and the Authority and the Trustee shall have no responsibility for transmitting payments to, communication with, notifying or otherwise dealing with any beneficial owners of the global Debentures of such series in exchange for such global DebenturesBonds. Upon Neither the exchange of global Debentures for such Debentures in definitive registered form without couponsAuthority nor the Trustee will have any responsibility or obligations, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants legal or otherwise, shall instruct to the Trustee. beneficial owners of the Bonds or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except for the registered owner of any Bond.
(e) So long as all outstanding Bonds are registered in the name of Cede & Co. or its registered assign, the Authority and the Trustee shall deliver such Debentures to reasonably cooperate with Cede & Co., as sole registered Owner, or its registered assign in effecting payment of the Persons in whose names such Debentures are so registered. Except as provided aboveprincipal and redemption premium, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form if any, and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture interest due with respect to any global Debenture held the Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on their behalf the date they are due.
(f) So long as all Outstanding Bonds are registered in the name of Cede & Co. or its registered assigns (hereinafter, for purposes of this paragraph (f), the “Owner”):
(i) All notices and payments addressed to the Owners shall contain the Bonds’ CUSIP number.
(ii) Notices to the Owner shall be forwarded in the manner set forth in the form of blanket issuer letter of representations (prepared by The Depository Trust Company) executed by the Depositary, Authority and such Depositary or its nominee, as the case may be, may be treated received and accepted by the The Depository Trust Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.
Appears in 1 contract
Samples: Indenture of Trust
Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. The Company initially appoints The Depository Trust Company ("DTC") to act as Depository with respect to the Global Debentures. The Trustee is authorized to enter into a letter of representation with DTC on a form provided to the Trustee by the Company and to act in accordance with such letter. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the IndentureTHIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor DepositaryAND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.7, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof2.7, only by a nominee of the Depositary Depository for such series, or by the Depositary Depository or any such nominee of a successor Depositary Depository for such series selected or approved by the Company or to a nominee of such successor DepositaryDepository. If (ia) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures or if at any time the Depositary Depository for such global Global Debentures shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (iib) the Company determines in its sole discretion, discretion that the Debentures of any series shall no longer be represented by one or more global Global Debentures and delivers to the Trustee an Officer's Officers' Certificate evidencing such determination or (iii) an Event of Default occurs and is continuingdetermination, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Global Debentures of such series in exchange for such global Global Debentures. Upon the exchange of global Global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Global Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, Depository pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided aboveabove or as provided in any supplemental indenture, owners of beneficial interests in a global Global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary Depository shall have no rights under this Indenture with respect to any global Global Debenture held on their behalf by the DepositaryDepository, and such Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation but not limited to the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.
Appears in 1 contract
Samples: Indenture (Anthem Inc)
Book-Entry System. (a) In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary a depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Junior Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary Depository or to a successor Depositary Depository or to a nominee of such successor DepositaryDepository." "
(b) Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, hereof only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any nominee to a successor DepositaryDepository or any nominee of such successor.
(c) So long as the Depository for a Global Debenture, or its nominee, is the registered owner of such Global Debenture, such Depository or such nominee, as the case may be, shall be considered the sole owner or Holder of the Debenture represented by such Global Debenture for all purposes under this Indenture. Except as provided below, owners of beneficial interests in a Global Debenture shall not be entitled to have any of the individual Debentures of the series represented by such Global Debenture registered in their names, shall not receive or be entitled to receive physical delivery of any such Debenture in definitive form and shall not be considered the owners or Holders thereof under this Indenture.
(d) Payments of principal of and premium, if any, and interest on individual Debentures represented by a Global Debenture registered in the name of a Depository or its nominee shall be made to the Depository or its nominee, as the case may be, as the registered owner of the Global Debenture representing such Debentures. None of the Company, the Trustee, any Paying Agent or the Registrar for such Debenture shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the Global Debenture representing such Debenture or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
(e) If (i) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures and no successor depository shall have been appointed within 90 days after the Company receives such notice, or if at any time the Depositary for such global Debentures shall no longer Depository ceases to be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and regulation at a successor Depositary for time when the Depository is required to be so registered to act as such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.depository,
Appears in 1 contract
Book-Entry System. In order Notwithstanding any provision of this Indenture to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date contrary:
(a "global Debenture"), which global Debenture a) The Bonds shall be initially issued and registered in the name of “Cede & Co.,” as nominee of The Depository Trust Company, and shall be evidenced by one certificate maturing on each of the depositary maturity dates set forth in Section 2.02 and Section 2.04 hereof to be in a denomination corresponding to the total principal therein designated to mature on such date. Registered ownership of such Bonds, or any portions thereof, may not thereafter be transferred except:
(i) to any successor of The Depository Trust Company or its nominee, or of any substitute depository designated pursuant to paragraph (ii) of this subsection (a) (“substitute depository”); provided that any successor of The Depository Trust Company or substitute depository shall be qualified under any applicable laws to provide the "Depositary"service proposed to be provided by it;
(ii) selected to any substitute depository designated in a written request of the Authority, upon (A) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository or (B) a determination by the Authority that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or
(iii) to any person as provided below, upon (A) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository or (B) a determination by the Authority that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that no substitute depository which is not objected to by the Authority and the Trustee can be obtained.
(b) In the case of any transfer pursuant to paragraph (i) or paragraph (ii) of subsection (a) of this Section 2.07, upon receipt of all Outstanding Bonds by the Trustee, together with a written request of an Authorized Representative of the Authority to the Trustee, a single new Bond shall be issued, authenticated and delivered for each maturity of such Bond then outstanding, registered in the name of such Depositary's nominee. Each global Debenture shall be delivered by the Trustee to the Depositary successor or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary such substitute depository or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary for such global Debentures or if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such conditiontheir nominees, as the case may be, (ii) all as specified in such written request of an Authorized Representative of the Company determines in its sole discretion, that Authority. In the Debentures case of any series shall no longer be represented by one or more global Debentures and delivers transfer pursuant to the Trustee an Officer's Certificate evidencing such determination or paragraph (iii) an Event of Default occurs and is continuing, then the provisions subsection (a) of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee2.07, upon receipt of an Officer's Certificate evidencing such determination all Outstanding Bonds by the CompanyTrustee together with a written request of an Authorized Representative of the Authority, will authenticate new Bonds shall be issued, authenticated and deliver Debentures delivered in such denominations and registered in the names of such series and persons as are requested in a written request of like tenor the Authority provided the Trustee shall not be required to deliver such new Bonds within a period less than sixty (60) days from the date of receipt of such a written request of an Authorized Representative of the Authority.
(c) In the case of partial redemption or an advance refunding of any Bonds evidencing all of the principal maturing in definitive registered forma particular year, in authorized denominationsThe Depository Trust Company shall, and in aggregate principal amount equal at the Authority’s expense, deliver the Bonds to the principal amount Trustee for cancellation and re-registration to reflect the amounts of such reduction in principal.
(d) The Authority and the Trustee shall be entitled to treat the person in whose name any Bond is registered as the absolute Owner thereof for all purposes of this Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Authority; and the Authority and the Trustee shall have no responsibility for transmitting payments to, communication with, notifying or otherwise dealing with any beneficial owners of the global Debentures of such series in exchange for such global DebenturesBonds. Upon Neither the exchange of global Debentures for such Debentures in definitive registered form without couponsAuthority nor the Trustee will have any responsibility or obligations, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants legal or otherwise, shall instruct to the Trustee. beneficial owners or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except for the registered owner of any Bond.
(e) So long as all outstanding Bonds are registered in the name of Cede & Co. or its registered assign, the Authority and the Trustee shall deliver such Debentures to reasonably cooperate with Cede & Co., as sole registered Owner, or its registered assign in effecting payment of the Persons in whose names such Debentures are so registered. Except as provided aboveprincipal and redemption premium, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form if any, and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture interest due with respect to any global Debenture held the Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on their behalf the date they are due.
(f) So long as all Outstanding Bonds are registered in the name of Cede & Co. or its registered assigns (hereinafter, for purposes of this paragraph (f), the “Owner”):
(i) All notices and payments addressed to the Owners shall contain the Bonds’ CUSIP number.
(ii) Notices to the Owner shall be forwarded in the manner set forth in the form of blanket issuer letter of representations (prepared by The Depository Trust Company) executed by the Depositary, Authority and such Depositary or its nominee, as the case may be, may be treated received and accepted by the The Depository Trust Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.
Appears in 1 contract
Samples: Indenture
Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. The Company initially appoints The Depository Trust Company ("DTC") to act as Depository with respect to the Global Debentures. The Trustee is authorized to enter into a letter of representation with DTC on a form provided to the Trustee by the Company and to act in accordance with such letter. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the IndentureTHIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor DepositaryAND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.7, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof2.7, only by a nominee of the Depositary Depository for such series, or by the Depositary Depository or any such nominee of a successor Depositary Depository for such series selected or approved by the Company or to a nominee of such successor DepositaryDepository. If (ia) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures or if at any time the Depositary Depository for such global Global Debentures shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (iib) the Company determines in its sole discretion, discretion that the Debentures of any series shall no longer be represented by one or more global Global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuingdetermination, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Global Debentures of such series in exchange for such global Global Debentures. Upon the exchange of global Global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Global Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, Depository pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided aboveabove or as provided in any supplemental indenture, owners of beneficial interests in a global Global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary Depository shall have no rights under this Indenture with respect to any global Global Debenture held on their behalf by the DepositaryDepository, and such Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation but not limited to the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.
Appears in 1 contract
Samples: Indenture (Anthem Inc)
Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures Trust Debt Securities of any series, all or a portion of the Debentures Trust Debt Securities of any series may be issued in the form of one or more fully registered Debentures Trust Debt Securities of the same series for the aggregate principal amount of such Debentures Trust Debt Securities of each Issue Date, interest rate and Stated Maturity Date (a "“global Debenture"Trust Debt Security”), which global Debenture Trust Debt Security shall be registered in the name of the depositary (the "“Depositary"”) selected by the Company or in the name of such Depositary's ’s nominee. Each global Debenture Trust Debt Security shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." ’s instruction. Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture Trust Debt Security may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures Trust Debt Securities of any series of Debentures Trust Debt Securities notifies the Company that it is unwilling or unable to continue as Depositary for such global Debentures Trust Debt Securities or if at any time the Depositary for such global Debentures Trust Debt Securities shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such global Debentures Trust Debt Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company determines in its sole discretion, that the Debentures Trust Debt Securities of any series shall no longer be represented by one or more global Debentures Trust Debt Securities and delivers to the Trustee an Officer's ’s Certificate evidencing such determination or (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures Trust Debt Securities of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's ’s Certificate evidencing such determination by the Company, will authenticate and deliver Debentures Trust Debt Securities of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures Trust Debt Securities of such series in exchange for such global DebenturesTrust Debt Securities. Upon the exchange of global Debentures Trust Debt Securities for such Debentures Trust Debt Securities in definitive registered form without coupons, in authorized denominations, the global Debentures Trust Debt Securities shall be cancelled by the Trustee. Such Debentures Trust Debt Securities in definitive registered form issued in exchange for global Debentures Trust Debt Securities pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Trust Debt Securities to the Persons in whose names such Debentures Trust Debt Securities are so registered. Except as provided above, owners of beneficial interests in a global Debenture Trust Debt Security shall not be entitled to receive physical delivery of Debentures Trust Debt Securities in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture Trust Debt Security held on their behalf by the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures Trust Debt Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any DebentureTrust Debt Security, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.
Appears in 1 contract
Samples: Indenture (Southwest Gas Corp)
Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this This Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary Depository or to a successor Depositary Depository or to a nominee of such successor DepositaryDepository." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.07, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof2.07, only by a nominee of the Depositary Depository for such series, or by the Depositary Depository or any such nominee of a successor Depositary Depository for such series selected or approved by the Company or to a nominee of such successor DepositaryDepository. If (ia) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures or if at any time the Depositary Depository for such global Global Debentures shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (iib) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iiic) a Default or an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Global Debentures of such series in exchange for such global Global Debentures. Upon the exchange of global Global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Global Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided aboveabove or as provided in any supplemental indenture, owners of beneficial interests in a global Global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary Depository shall have no rights under this Indenture with respect to any global Global Debenture held on their behalf by the DepositaryDepository, and such Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.
Appears in 1 contract
Samples: Indenture (Radio One Licenses LLC)
Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this This Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary Depository or to a successor Depositary Depository or to a nominee of such successor DepositaryDepository." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.07, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof2.07, only by a nominee of the Depositary Depository for such series, or by the Depositary Depository or any such nominee of a successor Depositary Depository for such series selected or approved by the Company or to a nominee of such successor Depositary. If Depository.
(ia) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures or if at any time the Depositary Depository for such global Global Debentures shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (iib) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iiic) a Default or an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Global Debentures of such series in exchange for such global Global Debentures. Upon the exchange of global Global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Global Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided aboveabove or as provided in any supplemental indenture, owners of beneficial interests in a global Global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary Depository shall have no rights under this Indenture with respect to any global Global Debenture held on their behalf by the DepositaryDepository, and such Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.
Appears in 1 contract
Book-Entry System. In order (a) Unless otherwise provided in a Supplemental Agreement establishing the terms and provisions of a Series of Bonds, each Series of Bonds shall be initially issued and registered as provided in Section 2.02(b) hereof. Any series of Bonds issued hereunder may be Book-Entry Bonds and shall be so designated in the Supplemental Agreement for such series of Bonds. Book-Entry Bonds shall be evidenced by one Bond maturing on each of the maturity dates as set forth in the Agreement providing for the issuance of such Bonds in a Authorized Denominations corresponding to utilize the total principal amount of the Bonds maturing on each maturity date. Each Bond shall be assigned by the underwriter of the bonds a book-entry-only system for all distinctive number or letter or letter and number, and a record of the same shall be maintained by the Paying Agent. Registered ownership of the Bonds, or any portion thereof, may not thereafter be transferred except:
(i) To any successor of Cede & Co., as nominee of The Depository Trust Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this section (a “substitute depository”); provided, that any successor of Cede & Co., as nominee of The Depository Trust Company or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it;
(ii) To any substitute depository not objected to by the District, upon (1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the District to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or
(iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the District to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository.
(b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) hereof, upon receipt of the Debentures of any seriesoutstanding Bonds by the Paying Agent, all or together with a portion of Written Request, a new Bond for each Series and maturity shall be executed and delivered pursuant to the Debentures of any series may be issued procedures described in the form third paragraph of one or more fully registered Debentures of the same series for Section 2.05 hereof in the aggregate principal amount of such Debentures of each Issue Datethe Bonds then outstanding, interest rate and Stated Maturity Date (a "global Debenture"), which global Debenture shall be registered in the name of the depositary (the "Depositary") selected by the Company or in the name of such Depositary's nominee. Each global Debenture shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such seriessubstitute depository, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary for such global Debentures or if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such conditiontheir nominees, as the case may be, (ii) all as specified in such Written Request. In the Company determines in its sole discretion, that the Debentures case of any series shall no longer be represented by one or more global Debentures and delivers transfer pursuant to the Trustee an Officer's Certificate evidencing such determination or clause (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trusteesubsection (a) hereof, upon receipt of an Officer's Certificate evidencing such determination the outstanding Bonds by the CompanyPaying Agent together with a Written Request, will authenticate new Bonds shall be executed and deliver Debentures delivered in such denominations numbered in the manner determined by the Paying Agent and registered in the names of such series persons as are requested in such Written Request, subject to the limitations of Section 2.01 and the receipt of like tenor in definitive registered form, in authorized denominationssuch a Written Request, and in aggregate principal amount equal thereafter, the Bonds shall be transferred pursuant to the principal amount provisions set forth in Section 2.05 of this Agreement; provided, that the Paying Agent shall not be required to deliver such new Bonds within a period of fewer than sixty (60) days.
(c) The County and the Paying Agent shall be entitled to treat the person in whose name any Bond is registered as the Owner thereof, notwithstanding any notice to the contrary received by the Paying Agent or the County, and the County and the Paying Agent shall have no responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the global Debentures of such series in exchange for such global DebenturesBonds. Upon Neither the exchange of global Debentures for such Debentures in definitive registered form without couponsCounty nor the Paying Agent shall have any responsibility or obligation, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants legal or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures beneficial owners or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except as the owner of any Bonds.
(d) So long as the outstanding Bonds are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants registered in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary name of Cede & Co. or its nomineeregistered assigns, the County and the Paying Agent shall cooperate with Cede & Co., as the case may besole holder, may be treated by the Companyor its registered assigns, the Trustee, and any agent in effecting payment of the Company or principal of and interest, if any, on the Trustee as Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available (e.g., by wire transfer) on the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenturedate they are due.
Appears in 1 contract
Book-Entry System. In order to utilize a book-entry-entry- ------------------ only system for all or any portion of the Debentures of any seriesDebentures, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Debenture"), which global Debenture shall be registered in the name of the depositary (the "Depositary") selected by the Company or in the name of such Depositary's nominee. Each global Debenture shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such seriesDepositary, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary for such global Debentures or if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such seriesDebentures. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.
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Samples: Indenture (SJG Capital Trust)
