Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 25 contracts
Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)
Cash Distributions. Whenever Computershare the Depositary shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare the Depositary shall, subject to Section Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare the Depositary shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. ComputershareThe Depositary, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, sentence the Internal Revenue Code of 1986, 1986 as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution to be made hereunder.
Appears in 17 contracts
Samples: Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co)
Cash Distributions. Whenever Computershare Computershare, as distribution agent, shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold, and shall withhold withhold, from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes taxes, or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. ComputershareIn the event that the calculation of any such cash dividend or other cash distribution to be paid to any Record Holder on the aggregate number of Depositary Shares held by such Record Holder results in an amount that is a fraction of a cent and that fraction of a cent is equal to or greater than $0.005, the amount Computershare shall distribute to such record holder shall be rounded up to the next highest whole cent; otherwise, such fractional amount shall be disregarded by the Depository; provided, however, upon the Depository’s request, the Corporation shall distribute or make available pay the additional amount to the Depository for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 17 contracts
Samples: Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/)
Cash Distributions. Whenever Computershare the Depositary shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare the Depositary shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare the Depositary shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, The Depositary shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder of Receipts Depositary Shares a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by the Depositary for distribution to record holders of such ReceiptsReceipts then outstanding. Each holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made hereunder.
Appears in 15 contracts
Samples: Deposit Agreement (Associated Banc-Corp), Deposit Agreement (Truist Financial Corp), Deposit Agreement (Truist Financial Corp)
Cash Distributions. Whenever Computershare Computershare, as distribution agent, shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.023.1 and Section 3.2 hereof, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 hereof such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold, and shall withhold withhold, from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes taxes, or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute In the event that the calculation of any such cash dividend or make available for distribution, as the case may be, only such amount as can other cash distribution to be distributed without attributing paid to any holder Record Holder on the aggregate number of Receipts Depositary Shares held by such Record Holder results in an amount that is a fraction of one cent. Any a cent and that fraction of a cent is equal to or greater than $0.005, the amount Computershare shall distribute to such fractional amounts Record Holder shall be rounded down up to the nearest next highest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable cent; otherwise, such fractional amount shall be held disregarded by Computershare (without liability for interest thereon) the Depository and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receiptsdistribution. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 11 contracts
Samples: Deposit Agreement (Merchants Bancorp), Deposit Agreement (Raymond James Financial Inc), Deposit Agreement (Raymond James Financial Inc)
Cash Distributions. Whenever Computershare the Depositary shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare the Depositary shall, subject to Section Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare the Depositary shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. ComputershareThe Depositary, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8BEN-E, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, sentence the Internal Revenue Code of 1986, 1986 as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution to be made hereunder.
Appears in 10 contracts
Samples: Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co)
Cash Distributions. Whenever Computershare the Depositary shall receive any cash dividend or other cash distribution on the deposited Convertible Preferred Stock, including any cash received upon redemption of any shares of Convertible Preferred Stock pursuant to Section 2.03, Computershare the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare the Depositary shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Convertible Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. ComputershareThe Depositary, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, sentence the Internal Revenue Code of 1986, 1986 as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution to be made hereunder.
Appears in 9 contracts
Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)
Cash Distributions. Whenever Computershare the Depositary shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.032.09 or Section 2.10, Computershare the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare the Depositary shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. ComputershareThe Depositary, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, sentence the Internal Revenue Code of 1986, 1986 as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution to be made hereunder.
Appears in 7 contracts
Samples: Deposit Agreement (XOMA Corp), Deposit Agreement (MainStreet Bancshares, Inc.), Deposit Agreement (Fifth Third Bancorp)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, sentence the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 6 contracts
Samples: Deposit Agreement (AGNC Investment Corp.), Deposit Agreement (AGNC Investment Corp.), Deposit Agreement (AGNC Investment Corp.)
Cash Distributions. Whenever the Depositary (through the account of Computershare acting as dividend distributing agent for the Depositary pursuant to the Intercompany Agreement) shall receive any cash dividend or other cash distribution on the deposited Series B Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shallthe Depositary shall cause Computershare, subject to Section 3.023.1 and Section 3.2, to distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or the Depositary (or Computershare acting as the dividend distributing agent for the Depositary) shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series B Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, The Depositary shall cause Computershare to distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) ), as service provider for the Depositary, and shall be added to and be treated as part of the next succeeding sum received by the Depositary (through the account of Computershare acting as dividend distributing agent for the Depositary pursuant to the Intercompany Agreement) for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary (or Computershare acting as the dividend distributing agent for the Depositary) of a portion of any of the distribution distributions to be made hereunder.
Appears in 4 contracts
Samples: Deposit Agreement (Cullen/Frost Bankers, Inc.), Deposit Agreement (Cullen/Frost Bankers, Inc.), Deposit Agreement (Regions Financial Corp)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred StockPreference Shares, including any cash received upon redemption of any shares of Preferred Stock Preference Shares pursuant to Section 2.03, Computershare shall, subject to Section Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock Preference Shares represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered record holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8BEN-E, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 4 contracts
Samples: Deposit Agreement (Aspen Insurance Holdings LTD), Deposit Agreement (Renaissancere Holdings LTD), Deposit Agreement (Aspen Insurance Holdings LTD)
Cash Distributions. Whenever Computershare the Depositary shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare the Depositary shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. ComputershareThe Depositary, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, sentence the Internal Revenue Code of 1986, 1986 as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution to be made hereunder.
Appears in 3 contracts
Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)
Cash Distributions. Whenever Computershare the Depositary shall receive any cash dividend or other cash distribution on the deposited Preferred StockShares, including any cash received upon redemption of any shares of Preferred Stock Shares pursuant to Section 2.03, Computershare the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that (i) in case the Company or Computershare the Depositary shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock Shares represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processorder, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordinglyaccordingly and (ii) no cash dividends will be paid in respect of any Depositary Share to the extent that it represents any Preferred Shares converted into Excess Preferred Shares. Computershare, however, The Depositary shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by the Depositary for distribution to record holders of Receipts then outstanding. Prior to any such Receipts. Each distribution, to the extent the Depositary does not have the requisite tax form from a holder, the Depositary may require such holder of a Receipt shall to provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution to be made hereunder.
Appears in 3 contracts
Samples: Deposit Agreement (Developers Diversified Realty Corp), Deposit Agreement (Developers Diversified Realty Corp), Deposit Agreement (Developers Diversified Realty Corp)
Cash Distributions. 4.1.1 Whenever Computershare Computershare, as distribution agent, shall receive any cash dividend or other cash distribution on the deposited Series E Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2 and, if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series E Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, howeveras distribution agent, shall distribute or make available for distribution, as the case may bebe and, if received, in accordance with the Corporation’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such other appropriate form), as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made to such Holder hereunder.
Appears in 2 contracts
Samples: Deposit Agreement (Citizens Financial Group Inc/Ri), Deposit Agreement (Citizens Financial Group Inc/Ri)
Cash Distributions. Whenever Computershare Computershare, as dividend disbursing agent or redemption agent, shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2 and, if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, howeveras dividend disbursing agent or redemption agent, shall distribute or make available for distribution, as the case may bebe and, if received, in accordance with the Corporation’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such other appropriate form), as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made to such Holder hereunder.
Appears in 2 contracts
Samples: Deposit Agreement (Banc of California, Inc.), Deposit Agreement (Banc of California, Inc.)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series A Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2 and, if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series A Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may bebe and, if received, in accordance with the Corporation’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such other appropriate form), as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made to such Holder hereunder.
Appears in 2 contracts
Samples: Deposit Agreement (New York Community Bancorp Inc), Deposit Agreement (New York Community Bancorp Inc)
Cash Distributions. Whenever Computershare the Depositary shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.032.3, Computershare the Depositary shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare the Depositary shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. ComputershareThe Depositary, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, sentence the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution to be made hereunder.
Appears in 2 contracts
Samples: Deposit Agreement (M&t Bank Corp), Deposit Agreement (M&t Bank Corp)
Cash Distributions. Whenever Computershare Computershare, as dividend disbursing agent or redemption agent, shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2 and, if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, howeveras dividend disbursing agent or redemption agent, shall distribute or make available for distribution, as the case may bebe and, if received, in accordance with the Corporation’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such other appropriate form), as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made to such Holder hereunder.
Appears in 2 contracts
Samples: Deposit Agreement (Enterprise Financial Services Corp), Deposit Agreement (Texas Capital Bancshares Inc/Tx)
Cash Distributions. Whenever Computershare the Depositary shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare the Depositary shall, subject to Section Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare the Depositary shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. ComputershareThe Depositary, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, sentence the Internal Revenue Code of 1986, 1986 as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution to be made hereunder.
Appears in 2 contracts
Samples: Deposit Agreement (Huntington Bancshares Inc/Md), Deposit Agreement (J P Morgan Chase & Co)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Mandatory Convertible Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, as soon as practicable thereafter and subject to Section Sections 3.01 and 3.02, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers number of Depositary Shares evidenced by the Receipts held by such holdersRecord Holders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold, and shall withhold withhold, from any cash dividend or other cash distribution in respect of the Mandatory Convertible Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation applicable law or court processregulation, the amount of cash made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. , and such withheld cash shall be treated for all purposes of this Agreement as having been paid to the Record Holder of Receipts in respect of which the Corporation or Computershare, however, shall distribute or make available for distribution, as the case may be, only made such amount as can withholding. In the event that the calculation of any such cash dividend or other cash distribution to be distributed without attributing paid to any holder Record Holder on the aggregate number of Receipts Depositary Shares held by such Record Holder results in an amount that is a fraction of one cent. Any a cent and that fraction of a cent is equal to or greater than $0.005, the amount Computershare shall distribute to such fractional amounts record holder shall be rounded down up to the nearest next highest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable cent; otherwise, such fractional amount shall be held disregarded by the Depositary; provided, however, that the Corporation shall pay the additional amount to Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receiptsdistribution. Each holder Record Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Record Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made hereunder.
Appears in 2 contracts
Samples: Deposit Agreement (Kinder Morgan, Inc.), Deposit Agreement (Southwestern Energy Co)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.032.3, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary Computershare with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, sentence the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 2 contracts
Samples: Deposit Agreement (M&t Bank Corp), Deposit Agreement (M&t Bank Corp)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN-E, Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 2 contracts
Samples: Deposit Agreement (American Express Co), Deposit Agreement (American Express Co)
Cash Distributions. 4.1.1 Whenever Computershare Computershare, as dividend disbursing agent, shall receive any cash dividend or other cash distribution on the deposited Series B Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2 and, if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series B Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, howeveras dividend disbursing agent, shall distribute or make available for distribution, as the case may bebe and, if received, in accordance with the Corporation’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such other appropriate form), as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Corporation or Depositary of a portion of any of the distribution distributions to be made to such Holder hereunder.
Appears in 2 contracts
Samples: Deposit Agreement (Voya Financial, Inc.), Deposit Agreement (Voya Financial, Inc.)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.023.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by the Depositary or distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such other appropriate form), as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Corporation or Computershare of a portion of any of the distribution distributions to be made to such Holder hereunder.
Appears in 2 contracts
Samples: Deposit Agreement (At&t Inc.), Deposit Agreement (At&t Inc.)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03Series A Preference Shares, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder Series A Preference Shares an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder. All funds received by Computershare under this Deposit Agreement that are to be distributed or applied by Computershare in the performance of services (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC (“S&P”) or Xxxxx’x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.
Appears in 2 contracts
Samples: Deposit Agreement (Aircastle LTD), Deposit Agreement (Textainer Group Holdings LTD)
Cash Distributions. 4.1.1 Whenever Computershare Computershare, as distribution agent, shall receive any cash dividend or other cash distribution on the deposited Series D Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2 and, if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series D Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, howeveras distribution agent, shall distribute or make available for distribution, as the case may bebe and, if received, in accordance with the Corporation’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such other appropriate form), as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made to such Holder hereunder.
Appears in 2 contracts
Samples: Deposit Agreement (Citizens Financial Group Inc/Ri), Deposit Agreement (Citizens Financial Group Inc/Ri)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred StockPreference Shares, including any cash received upon redemption of any shares of Preferred Stock Preference Shares pursuant to Section 2.03, Computershare shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock Preference Shares represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered record holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8BEN-E, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 2 contracts
Samples: Deposit Agreement (Validus Holdings LTD), Deposit Agreement (Validus Holdings LTD)
Cash Distributions. Whenever Computershare the Depositary shall receive any cash dividend or other cash distribution on the deposited Preferred StockShares, including any cash received upon redemption of any shares of Preferred Stock Shares pursuant to Section 2.032.3, Computershare the Depositary shall, upon written instructions from the Bank, subject to Section 3.023.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts amounts, as determined by the Bank, of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company Bank or Computershare the Depositary shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock Shares represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, The Depositary shall distribute or make available for distribution, as the case may bebe and in accordance with the Bank’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down cent by rounding the amount of any distribution to the record holder of Receipts to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e.cent; provided, Form W-8BENhowever, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that in the event the Depositary requires an additional amount in connection with such rounding to avoid the distribution of non-compliance with the preceding sentencea fraction of one cent to any holder, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any Depositary shall notify the Bank of the distribution amount necessary and the Bank shall promptly deliver such amount to be made hereunderthe Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Merrill Lynch & Co Inc), Deposit Agreement (Bank of America Corp /De/)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred StockSeries D Preference Shares, including any cash received upon redemption of any shares of Preferred Stock Series D Preference Shares pursuant to Section 2.032.03 or in payment of any additional amounts (as such term is defined in the Certificate of Designations), Computershare shall, subject to Section Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock Series D Preference Shares represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered record holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8BEN-E, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare the Depositary shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare the Depositary shall, subject to Section Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare the Depositary shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. ComputershareThe Depositary, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, sentence the Internal Revenue Code of 1986, 1986 as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare Computershare, as distribution agent, shall receive any cash dividend or other cash distribution on the deposited Mandatory Convertible Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section Sections 3.01 and 3.02, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers number of Depositary Shares evidenced by the Receipts held by such holdersRecord Holders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold, and shall withhold withhold, from any cash dividend or other cash distribution in respect of the Mandatory Convertible Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount of cash made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. , and such withheld cash shall be treated for all purposes of this Agreement as having been paid to the Record Holder of Receipts in respect of which the Corporation or Computershare, however, shall distribute or make available for distribution, as the case may be, only made such amount as can be distributed without attributing withholding. The distribution procedure described in the immediately preceding sentence shall apply to any holder distribution by the Depositary of cash payable to the Record Holders (a) as a result of the conversion of the Mandatory Convertible Preferred Stock into cash in accordance with the terms of the Certificate of Amendment (including, without limitation, upon mandatory conversion of such Mandatory Convertible Preferred Stock); provided that in such case the distribution of cash shall be made to Record Holders as of the close of business on the relevant Conversion Date; or (b) as a result of the payment of a declared dividend on the Mandatory Convertible Preferred Stock in accordance with the terms of the Certificate of Amendment. In the event that the calculation of any such cash dividend or other cash distribution to be paid to any Record Holder on the aggregate number of Depositary Shares evidenced by the Receipts held by such Record Holder results in an amount that is a fraction of one cent. Any a cent and that fraction of a cent is equal to or greater than $0.005, the amount Computershare shall distribute to such fractional amounts Record Holder shall be rounded down up to the nearest next highest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable cent; otherwise, such fractional amount shall be held disregarded by Computershare; provided, however, that the Corporation shall pay the additional amount to Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receiptsdistribution. Each holder Record Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Internal Revenue Service Form W-8 (i.e., or Internal Revenue Service Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Record Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding or backup withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series Q Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series Q Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder. All funds received by Computershare under this Deposit Agreement that are to be distributed or applied by Computershare in the performance of services (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC (“S&P”) or Xxxxx’x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.
Appears in 1 contract
Cash Distributions. Whenever Computershare Computershare, as dividend disbursing agent or redemption agent, shall receive any cash dividend or other cash distribution on the deposited Series A Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, and if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series A Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, howeveras dividend disbursing agent or redemption agent, shall distribute or make available for distribution, as the case may bebe and, if received, in accordance with the Corporation’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI W-8BEN-E (or another applicable other appropriate Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever the Depositary (through the account of Computershare acting as dividend distributing agent for the Depositary pursuant to the Intercompany Agreement) shall receive any cash dividend or other cash distribution on the deposited Series C Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shallthe Depositary shall cause Computershare, subject to Section 3.023.1 and Section 3.2, to distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or the Depositary (or Computershare acting as the dividend distributing agent for the Depositary) shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series C Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, The Depositary shall cause Computershare to distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) ), as service provider for the Depositary, and shall be added to and be treated as part of the next succeeding sum received by the Depositary (through the account of Computershare acting as dividend distributing agent for the Depositary pursuant to the Intercompany Agreement) for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary (or Computershare acting as the dividend distributing agent for the Depositary) of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever the Depositary (through the account of Computershare acting as dividend distributing agent for the Depositary pursuant to the Intercompany Agreement) shall receive any cash dividend or other cash distribution on the deposited Series E Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shallthe Depositary shall cause Computershare, subject to Section 3.023.1 and Section 3.2, to distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or the Depositary (or Computershare acting as the dividend distributing agent for the Depositary) shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series E Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, The Depositary shall cause Computershare to distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) ), as service provider for the Depositary, and shall be added to and be treated as part of the next succeeding sum received by the Depositary (through the account of Computershare acting as dividend distributing agent for the Depositary pursuant to the Intercompany Agreement) for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary (or Computershare acting as the dividend distributing agent for the Depositary) of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series O Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series O Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder. All funds received by Computershare under this Deposit Agreement that are to be distributed or applied by Computershare in the performance of services (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC (“S&P”) or Xxxxx’x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series P Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series P Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Samples: Deposit Agreement (PNC Financial Services Group, Inc.)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series F Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series F Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI W-8BEN-E (or another applicable other appropriate Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series A Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series A Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder. The Corporation acknowledges that the bank accounts maintained by Computershare in connection with the services provided under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. Neither the Corporation nor the record holders will receive interest on any deposits or funds held by Computershare hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series W Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series W Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.. Section 4.2 Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series W Preferred Stock, the Depositary shall, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such Record
Appears in 1 contract
Samples: Deposit Agreement (PNC Financial Services Group, Inc.)
Cash Distributions. Whenever Computershare Computershare, as distribution agent, shall receive any cash dividend or other cash distribution on the deposited Series A Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series A Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Corporation or Computershare of a portion of any of the distribution distributions to be made hereunder.
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Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred StockShares, including any cash received upon redemption of any shares of Preferred Stock Shares pursuant to Section 2.03, Computershare shall, subject to Section Sections 3.01 and 3.02, distribute to record holders Record Holders of Receipts on the record date Record Date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company or Computershare the Depositary shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock Shares represented by the Receipts held by any holder Holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders Holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders Record Holders of such Receipts. Each holder Holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holderHolder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, sentence the Internal Revenue Code of 1986, 1986 as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series A Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; Holders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series A Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered record holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8BEN-E, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series O Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series O Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Samples: Deposit Agreement (PNC Financial Services Group Inc)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series F Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2 and, if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series F Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may bebe and, if received, in accordance with the Corporation’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such other appropriate form), as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made to such Holder hereunder. All funds received by Computershare under this Deposit Agreement that are to be distributed or applied by Computershare in the performance of Services (the “Funds”) shall be held by Computershare as agent for the Corporation and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Corporation. Until paid pursuant to this Deposit Agreement, Computershare may hold the Funds in demand deposit accounts maintained at The Bank of New York Mellon or any of its Affiliates. Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest or earnings to the Corporation, any Holder or any other party.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series P Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series P Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder. All funds received by Computershare under this Deposit Agreement that are to be distributed or applied by Computershare in the performance of services (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC (“S&P”) or Xxxxx’x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03Shares Series C-2, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Bank or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder Shares Series C-2 an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare Computershare, as distribution agent, shall receive any cash dividend or other cash distribution on the deposited Series B Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2 and, if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series B Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, howeveras distribution agent, shall distribute or make available for distribution, as the case may bebe and, if received, in accordance with the Corporation’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such other appropriate form), as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made to such Holder hereunder.
Appears in 1 contract
Samples: Deposit Agreement (Pinnacle Financial Partners Inc)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series G Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series G Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI W-8BEN-E (or another applicable other appropriate Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series H Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series H Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI W-8BEN-E (or another applicable other appropriate Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series G Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series G Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)other appropriate forms, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Samples: Deposit Agreement (Keycorp /New/)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03Shares, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders of the corresponding Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder such Shares an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute In the event that the calculation of any such cash dividend or make available for distribution, as the case may be, only such amount as can other cash distribution to be distributed without attributing paid to any holder Record Holder on the aggregate number of Depositary Receipts held by such Holder results in an amount which is a fraction of one a cent. Any , the amount Computershare shall distribute to such fractional amounts record holder shall be rounded down to the nearest next highest whole cent and so distributed if such fraction of a cent is equal to registered holders entitled thereto and any balance not so distributable or greater than $.005, otherwise such fractional interest shall be held by disregarded; and upon request of Computershare, the Company shall pay the additional amount to Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receiptsdistribution. Each holder Record Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Record Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made to such Record Holder hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series T Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series T Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.. Section 4.2 Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series T Preferred Stock, the Depositary shall, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depositary withhold an
Appears in 1 contract
Samples: Deposit Agreement (PNC Financial Services Group, Inc.)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03Shares Series C-1, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Bank or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder Shares Series C-1 an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series F Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series F Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.. The Corporation acknowledges that the bank accounts maintained by Computershare in connection with the services provided under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. Neither the Corporation nor the record holders will receive interest on any deposits or funds held by Computershare hereunder. Table of Contents
Appears in 1 contract
Samples: Deposit Agreement (Bb&t Corp)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series E Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2 and, if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series E Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may bebe and, if received, in accordance with the Corporation’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made to such Holder hereunder. All funds received by Computershare under this Deposit Agreement that are to be distributed or applied by Computershare in the performance of Services (the “Funds”) shall be held by Computershare as agent for the Corporation and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Corporation. Until paid pursuant to this Deposit Agreement, Computershare may hold the Funds in demand deposit accounts maintained at The Bank of New York Mellon or any of its Affiliates. Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest or earnings to the Corporation, any Holder or any other party.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series A Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, at the written instruction of the Corporation, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series A Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly, and such withheld cash shall be treated for all purposes of this Deposit Agreement as having been paid to the Holder of Receipts in respect of which the Corporation or Computershare made such withholding. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Corporation or Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series J Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series J Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI W-8BEN-E (or another applicable other appropriate Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series D Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series D Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall shall, as dividend disbursing agent or redemption agent, receive any cash dividend or other cash distribution on the deposited Series A Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, and, if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series A Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, howeveras dividend disbursing agent or redemption agent, shall distribute or make available for distribution, as the case may be, and, if received, in accordance with written instructions from the Corporation, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such other appropriate form), as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Corporation or Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred StockShares, including any cash received upon redemption of any shares of Preferred Stock Shares pursuant to Section 2.03, Computershare shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock Shares represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered record holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8BEN-E, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 1 contract
Samples: Deposit Agreement (Endurance Specialty Holdings LTD)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series R Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series R Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Samples: Deposit Agreement (PNC Financial Services Group, Inc.)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series N Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series N Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder. All funds received by Computershare under this Deposit Agreement that are to be distributed or applied by Computershare in the performance of services (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC (“S&P”) or Xxxxx’x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.
Appears in 1 contract
Samples: Deposit Agreement (Bb&t Corp)
Cash Distributions. Whenever Computershare shall receive (i) any cash dividend or other cash distribution on the deposited Convertible Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.023.1 and Section 3.2 and, if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Convertible Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly, and such withheld cash shall be treated for all purposes of this Agreement as having been paid to the Record Holder of Receipts in respect of which the Corporation or the Depositary, as the case may be, made such withholding. Computershare, however, Computershare shall distribute or make available for distribution, as the case may bebe and, if received, in accordance with the Corporation’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made to such Holder hereunder. All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services (the “Funds”) shall be held by Computershare as agent for the Corporation and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Corporation. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds in demand deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion. The Company shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, except for any losses resulting from a default by any bank or financial institution holding the Funds as set forth in this paragraph. Computershare may from time to time receive interest in connection with such deposits. Computershare shall not be obligated to pay such interest to the Corporation, any holder or any other party.
Appears in 1 contract
Samples: Deposit Agreement (Alcoa Inc)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section Section 2.03, Computershare shall, subject to Section Section 3.02, distribute to record holders of Receipts on the record date Record Date fixed pursuant to Section Section 4.04 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN-E, Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare or a successor Depositary, as applicable, shall receive any cash dividend or other cash distribution on the deposited Series C Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03Computershare or the successor Depositary, Computershare as applicable, shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare Depositary shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series C Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. ComputershareComputershare or a successor Depositary, howeveras applicable, shall distribute or make available for distribution, as the case may be, be only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare or the successor Depositary, as applicable (without liability for interest thereon) ), and shall be added to and be treated as part of the next succeeding sum received by Computershare or the successor Depositary, as applicable, for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide Computershare or the Depositary successor Depositary, as applicable, with its certified tax identification number on a properly completed Form W-8 (i.e.or W-9, Form W-8BENas applicable, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which such other form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare or the successor Depositary, as applicable, of a portion of any of the distribution distributions to be made hereunder. Any funds received by Computershare or a successor Depositary, as applicable, pursuant to this Deposit Agreement that are to be distributed or applied by the Depositary in accordance with the terms of this Deposit Agreement (the “Funds”) shall be delivered to Computershare or the successor Depositary, as applicable, by 9:00 a.m. Eastern Time and in no event later than 12:00 p.m. Eastern Time on the date that such distribution or application of Funds is to occur under the terms of this Deposit Agreement (each, a “Distribution Date”). Funding after 9:00 a.m. but before 12:00 p.m. on the Distribution Date may cause delays in payments to be made on the Distribution Date. Delivery of Funds on a Distribution Date after 12:00 p.m. Eastern Time will be considered a “Late-Day Funding.” In the case of a Late-Day Funding, Federal Deposit Insurance or other bank liquidity charges may apply in connection with the overnight deposit of Funds with commercial banks. The parties agree that any such charges assessed as a result of Late-Day Funding will be charged to the Corporation and the Corporation hereby agrees to pay such charges. Once received by Computershare or the successor Depositary, as applicable, Funds shall be held by Computershare or the successor Depositary, as applicable, as agent for the Corporation. Until paid or distributed in accordance with this Deposit Agreement, the Funds shall be deposited in one or more bank accounts to be maintained and held by Computershare or a successor Depositary, as applicable, in its name as agent for the Corporation. Until paid pursuant to this Agreement, Computershare or the successor Depositary, as applicable, may hold the Funds through bank accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Xxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare or the successor Depositary, as applicable, will only draw upon the Funds in such account as required for such distributions or applications under the terms of this Deposit Agreement from time to time, including in order to make the payments for the redemption of the Depositary Shares and any applicable tax withholding payments. All funds shall remain uninvested. The Corporation shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare or a successor Depositary, as applicable, in accordance with this Section 4, excluding any losses resulting from a default by any bank, financial institution or other third party. Computershare or a successor Depositary, as applicable, may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Corporation, any holder or any other party. Computershare and any successor Depositary are acting as agent for the Corporation hereunder and neither is a debtor of the Corporation in respect of the Funds. The Corporation agrees to deliver funds by wire transfer to the account. Such account information shall be provided to the Corporation in writing, which may be amended in writing from time to time.
Appears in 1 contract
Cash Distributions. Whenever Computershare Computershare, as distribution agent, shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold, and shall withhold 56631336_3 withhold, from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes taxes, or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. ComputershareIn the event that the calculation of any such cash dividend or other cash distribution to be paid to any Record Holder on the aggregate number of Depositary Shares held by such Record Holder results in an amount that is a fraction of a cent and that fraction of a cent is equal to or greater than $0.005, the amount Computershare shall distribute to such record holder shall be rounded up to the next highest whole cent; otherwise, such fractional amount shall be disregarded by the Depository; provided, however, upon the Depository’s request, the Corporation shall distribute or make available pay the additional amount to the Depository for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare AST shall receive any cash dividend or other cash distribution on the deposited Series A Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare AST shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 Section 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; Holders; provided, however, that in case the Company Corporation or Computershare AST shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series A Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, AST shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by AST for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the provisions of the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions thereto to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever the Depositary (through the account of Computershare acting as dividend distributing agent for the Depositary pursuant to the Intercompany Agreement) shall receive any cash dividend or other cash distribution on the deposited Series A Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shallthe Depositary shall cause Computershare, subject to Section 3.023.1 and Section 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or the Depositary (or Computershare acting as dividend distributing agent for the Depositary) shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series A Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, The Depositary shall cause Computershare to distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) ), as service provider for the Depositary, and shall be added to and be treated as part of the next succeeding sum received by the Depositary (through the account of Computershare acting as dividend distributing agent for the Depositary pursuant to the Intercompany Agreement) for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary (or Computershare acting as dividend distributing agent for the Depositary) of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare AST shall receive any cash dividend or other cash distribution on the deposited Series A Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare AST shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare AST shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series A Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, AST shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by AST for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the provisions of the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions thereto to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series C Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series C Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI W-8BEN-E (or another applicable other appropriate Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series V Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series V Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.. Section 4.2 Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series V Preferred Stock, the Depositary shall, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depositary withhold an
Appears in 1 contract
Samples: Deposit Agreement (PNC Financial Services Group, Inc.)
Cash Distributions. Whenever Computershare shall receive (i) any cash dividend or other cash distribution on the deposited Convertible Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.023.1 and Section 3.2 and, if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Convertible Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly, and such withheld cash shall be treated for all purposes of this Agreement as having been paid to the Record Holder of Receipts in respect of which the Corporation or the Depositary, as the case may be, made such withholding. Computershare, however, Computershare shall distribute or make available for distribution, as the case may bebe and, if received, in accordance with the Corporation’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made to such Holder hereunder. All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services (the “Funds”) shall be held by Computershare as agent for the Corporation and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Corporation. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds in demand deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion. The Corporation shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, except for any losses resulting from a default by any bank or financial institution holding the Funds as set forth in this paragraph. Computershare may from time to time receive interest in connection with such deposits. Computershare shall not be obligated to pay such interest to the Corporation, any holder or any other party.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series D Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series D Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder. The Corporation acknowledges that the bank accounts maintained by Computershare in connection with the services provided under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. Neither the Corporation nor the record holders will receive interest on any deposits or funds held by Computershare hereunder.
Appears in 1 contract
Samples: Deposit Agreement (Bb&t Corp)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series Q Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series Q Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Samples: Deposit Agreement (PNC Financial Services Group, Inc.)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series E Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series E Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.. The Corporation acknowledges that the bank accounts maintained by Computershare in connection with the services provided under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. Neither the Corporation nor the record holders will receive interest on any deposits or funds held by Computershare hereunder. Table of Contents
Appears in 1 contract
Samples: Deposit Agreement (Bb&t Corp)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred StockShares[, including any cash received upon redemption of any shares of Preferred Stock Shares pursuant to Section 2.03, 2.03 or in payment of any Additional Amounts (as such term is defined in the Certificate of Designations),] Computershare shall, subject to Section Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock Shares represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance noncompliance with the preceding sentence, sentence the Internal Revenue Code of 1986, 1986 as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series D Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series D Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI W-8BEN-E (or another applicable other appropriate Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series D Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series D Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)other appropriate forms, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Samples: Deposit Agreement (Keycorp /New/)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series G Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series G Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder. The Corporation acknowledges that the bank accounts maintained by Computershare in connection with the services provided under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. Neither the Corporation nor the record holders will receive interest on any deposits or funds held by Computershare hereunder.
Appears in 1 contract
Samples: Deposit Agreement (Bb&t Corp)
Cash Distributions. 4.1.1 Whenever Computershare Computershare, as distribution agent, shall receive any cash dividend or other cash distribution on the deposited Series H Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2 and, if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series H Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, howeveras distribution agent, shall distribute or make available for distribution, as the case may bebe and, if received, in accordance with the Corporation’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such other appropriate form), as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made to such Holder hereunder.
Appears in 1 contract
Samples: Deposit Agreement (Citizens Financial Group Inc/Ri)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series D Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series D Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series VV Preferred Stock, including any cash received upon redemption of any shares of Series VV Preferred Stock pursuant to Section 2.032.03 or in payment of any additional amounts (as such term is defined in the Certificate of Designations), Computershare shall, subject to Section Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Series VV Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered record holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8BEN-E, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 1 contract
Samples: Deposit Agreement (Telephone & Data Systems Inc /De/)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, sentence the Internal Revenue Code of 1986, 1986 as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series S Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series S Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Samples: Deposit Agreement (PNC Financial Services Group, Inc.)
Cash Distributions. Whenever Computershare the Depositary shall receive any cash dividend or other cash distribution on with respect to the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as arethe pro rata portion, as nearly as practicable, in proportion of such dividend or distribution applicable to the respective numbers number of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare the Depositary shall be required by law to withhold and shall withhold any monies from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or charges or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, The Depositary shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder of Receipts a Receipt a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, sentence the Internal Revenue Code of 1986, . as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution to be made hereunder.
Appears in 1 contract
Samples: Deposit Agreement (Popular Inc)
Cash Distributions. Whenever Computershare Computershare, as distribution agent, shall receive any cash dividend or other cash distribution on the deposited shares of Series A Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the shares of Series A Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Corporation or Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Samples: Deposit Agreement (Western Alliance Bancorporation)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series U Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series U Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.. Section 4.2 Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series U Preferred Stock, the Depositary shall, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depositary withhold an
Appears in 1 contract
Samples: Deposit Agreement (PNC Financial Services Group, Inc.)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series H Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series H Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder. All funds received by Computershare under this Deposit Agreement that are to be distributed or applied by Computershare in the performance of services (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation (“S&P”) or Xxxxx’x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.
Appears in 1 contract
Samples: Deposit Agreement (Bb&t Corp)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series C Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series C Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the provisions of the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions thereto to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03Series B Preference Shares, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder Series B Preference Shares an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder. All funds received by Computershare under this Deposit Agreement that are to be distributed or applied by Computershare in the performance of services (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC (“S&P”) or Xxxxx’x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.
Appears in 1 contract
Cash Distributions. Whenever the Depositary (through the account of Computershare acting as dividend distributing agent for the Depositary pursuant to the Intercompany Agreement) shall receive any cash dividend or other cash distribution on the deposited Series D Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shallthe Depositary shall cause Computershare, subject to Section 3.023.1 and Section 3.2, to distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or the Depositary (or Computershare acting as the dividend distributing agent for the Depositary) shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series D Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, The Depositary shall cause Computershare to distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) ), as service provider for the Depositary, and shall be added to and be treated as part of the next succeeding sum received by the Depositary (through the account of Computershare acting as dividend distributing agent for the Depositary pursuant to the Intercompany Agreement) for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary (or Computershare acting as the dividend distributing agent for the Depositary) of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred StockShares, including any cash received upon redemption of any shares of Preferred Stock Shares pursuant to Section 2.032.03 or in payment of any Additional Amounts (as such term is defined in the Certificate of Designations), Computershare shall, subject to Section Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock Shares represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that that, in the event of non-compliance noncompliance with the preceding sentence, sentence the Internal Revenue Code of 1986, 1986 as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series R Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series R Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder. All funds received by Computershare under this Deposit Agreement that are to be distributed or applied by Computershare in the performance of services (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC (“S&P”) or Xxxxx’x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.
Appears in 1 contract
Cash Distributions. Whenever Computershare Computershare, as dividend disbursing agent or redemption agent, shall receive any cash dividend or other cash distribution on the deposited Series B Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, and if received, in accordance with written instructions from the Corporation, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series B Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, howeveras dividend disbursing agent or redemption agent, shall distribute or make available for distribution, as the case may bebe and, if received, in accordance with the Corporation’s written instructions, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI W-8BEN-E (or another applicable other appropriate Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)W-9, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare the Depositary of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred StockSeries A Preference Shares, including any cash received upon redemption of any shares of Preferred Stock Series A Preference Shares pursuant to Section 2.032.03 or in payment of any additional amounts (as such term is defined in the Certificate of Designations), Computershare shall, subject to Section Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock Series A Preference Shares represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered record holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8BEN-E, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series F Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series F Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)other appropriate forms, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Samples: Deposit Agreement (Keycorp /New/)
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Preferred StockSeries C Preference Shares, including any cash received upon redemption of any shares of Preferred Stock Series C Preference Shares pursuant to Section 2.032.03 or in payment of any additional amounts (as such term is defined in the Certificate of Designations), Computershare shall, subject to Section Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock Series C Preference Shares represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered record holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8BEN-E, Form W-8EXP, Form W-8IMY, Form W8ECI W-8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder.
Appears in 1 contract
Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash distribution on the deposited Series E Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, Computershare shall, subject to Section 3.02Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of such sum dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders; provided, however, that in case the Company Corporation or Computershare shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series E Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court processtaxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. Computershare, however, Computershare shall distribute or make available for distribution, as the case may be, only such amount amount, however, as can be distributed without attributing to any holder Holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto , and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Computershare for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. Each holder Holder of a Receipt shall provide the Depositary Computershare with its certified tax identification number on a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) W-9 or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form)other appropriate forms, as may be applicable. Each holder Holder of a Receipt acknowledges that that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution distributions to be made hereunder.
Appears in 1 contract
Samples: Deposit Agreement (Keycorp /New/)