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 26 contracts
Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)
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 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 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 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 3.02Sections 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 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) 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 5 contracts
Samples: Deposit Agreement (Equitable Holdings, Inc.), Deposit Agreement (Equitable Holdings, Inc.), Deposit Agreement (Metlife Inc)
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 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 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. 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, 9 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 3 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 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. 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 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 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. 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.
4.1.2 All funds received by Computershare pursuant to this Deposit Agreement that are to be distributed or applied by Computershare in accordance with the terms of this Deposit Agreement (the “Funds”) shall be delivered to Computershare by 9:00 a.m. Eastern Time and in no event later than 12:00 p.m. Eastern Time on the Distribution Date. If Funds are delivered after 9:00 a.m. Eastern Time but at or before 12:00 p.m Eastern Time on the Distribution Date, the Depositary shall use its commercially reasonable efforts to effectuate the distribution or application of such Funds on the Distribution Date; provided, that the Corporation acknowledges that funding after 9:00 a.m. but at or before 12:00 p.m. on the Distribution Date may cause delays in payments such that payments may be made on the business day following the Distribution Date. The Corporation also acknowledges that delivery of Funds to Computershare on any day after 12:00 p.m. Eastern Time (“Late-Day Funding”) may cause delays in payments such that payments may be made on the business day following the Distribution Date, and such payments will be subject to the terms of Section 4.1.5 below. Once received by Computershare, Funds shall be held by Computershare 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 by Computershare in its name as agent for the Corporation. Until paid pursuant to this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) bank accounts, short term certificates of deposit, bank repurchase agreements, and disbursement accounts with 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.), (ii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, (iii) funds backed by obligations of, or guaranteed by, the United States of America or municipal securities, or (iv) debt or 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.
4.1.3 Computershare will only draw upon the Funds in such account as required from time to time in order to make the payments to Record Holders of Receipts and any applicable tax withholding payments. 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 Section 4, except for 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. Computershare shall not be obligated to pay such interest, dividends or earnings to the Corporation, any Record Holder or any other party.
4.1.4 Computershare is acting as agent hereunder and is not a debtor of the Corporation in respect of the Funds.
4.1.5 In the case of 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.
4.1.6 On the date of this Deposit Agreement, Computershare shall provide the Corporation with the account information for the account to which the Corporation shall deliver the cash dividends and other cash distributions on the Series B Preferred Stock referred to in Section 4.1.1. Computershare may update such account information from time to time by notice to the Corporation provided in accordance with Section 7.4.
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 2.032.3, 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 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 the Depositary shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any Stock (subject to the provisions of Section 2.09 with respect to payments of cash received upon redemption to holders of any Receipts in lieu of fractional shares of Preferred Stock pursuant to Section 2.03Common Stock), 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 shall be required by law to and the Depositary 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; provided further, however, that if all Receipts outstanding are held by a single person, the Depositary shall distribute any cash dividend or other cash distribution or the Stock to such holder of Receipts by wire transfer of same day funds on the date the funds are received by the Depositary, to an account such holder shall have designated to the Depositary by written notice reasonably in advance of such date. 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 Receipts then outstanding. In lieu of making a cash distribution on the Stock to Depositary, the Company may, after consultation with the Depositary, elect to make any such Receipts. Each holder cash distribution directly to holders of a Receipt shall provide Receipts on behalf of the Depositary in accordance 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 hereunderthis Section 4.01.
Appears in 2 contracts
Samples: Deposit Agreement (Ford Motor Co), Deposit Agreement (Ford Motor Co)
Cash Distributions. Whenever Computershare the Depositary 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 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 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. 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 record 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 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 2 contracts
Samples: Deposit Agreement (Enstar Group LTD), Deposit Agreement (Enstar Group LTD)
Cash Distributions. 4.1.1 Whenever Computershare Equiniti Trust Company, as dividend disbursement 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 Equiniti Trust Company 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 Corporation or Equiniti Trust 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 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. ComputershareEquiniti Trust Company, howeveras dividend disbursement 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 Equiniti Trust Company (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding sum received by Equiniti Trust Company for distribution to record holders Record Holders of such ReceiptsReceipts then outstanding. The parties understand and agree that Equiniti Trust Company will comply with the U.S. federal withholding and information reporting requirements (including IRS Forms 1042-S and 1099 information reporting requirements) imposed in connection with payments on the Preferred Stock. 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.
4.1.2 All funds received by Equiniti Trust Company, as dividend disbursement agent, pursuant to this Agreement that are to be distributed or applied by Equiniti Trust Company in accordance with the terms of this Agreement (the “Funds”) shall be delivered to Equiniti Trust Company by 9:00 a.m. Eastern Time and in no event later than 12:00 p.m. Eastern Time on the Distribution Date. If Funds are delivered after 9:00 a.m. Eastern Time, but at or before 12:00 p.m. Eastern Time, on the Distribution Date, the Depositary shall use its commercially reasonable efforts to effectuate the distribution or application of such Funds on the Distribution Date; provided, that the Corporation acknowledges that funding after 9:00 a.m. Eastern Time, but at or before 12:00 p.m. Eastern Time, on the Distribution Date may cause delays in payments such that payments may be made on the business day following the Distribution Date. The Corporation also acknowledges that delivery of Funds to Equiniti Trust Company on any day after 12:00 p.m. Eastern Time (“Late-Day Funding”) may cause delays in payments such that payments may be made on the business day following the Distribution Date, and such payments will be subject to the terms of Section 4.1.5 below. Once received by Equiniti Trust Company, Funds shall be held by Equiniti Trust Company as agent for the Corporation. Until paid or distributed in accordance with this Agreement, the Funds shall be deposited in one or more bank accounts to be maintained by Equiniti Trust Company in its name as agent for the Corporation. Until paid pursuant to this Agreement, Equiniti Trust Company may hold or invest the Funds through such accounts in: (i) bank accounts, short term certificates of deposit, bank repurchase agreements, and disbursement accounts with commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard & Poor’s Corporation (“S&P”) (LT Local Issuer Credit Rating), Mxxxx’x Investors Service, Inc. (“Mxxxx’x”) (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.), (ii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, (iii) funds backed by obligations of, or guaranteed by, the United States of America, municipal securities, or (iv) debt or commercial paper obligations rated A-1 or P-1 or better by S&P or Moody’s, respectively.
4.1.3 Equiniti Trust Company, as dividend disbursement agent, will only draw upon the Funds in such account as required from time to time in order to make the payments to Record Holders of Receipts and any applicable tax withholding payments. The Corporation shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Equiniti Trust Company, as distribution agent, in accordance with this Section 4. Equiniti Trust Company, as dividend disbursement agent, may from time to time receive interest, dividends or other earnings in connection with such deposits. Equiniti Trust Company, as dividend disbursement agent, shall not be obligated to pay such interest, dividends or earnings to the Corporation, any Record Holder or any other party.
4.1.4 Equiniti Trust Company, as dividend disbursement agent, is acting as agent hereunder and is not a debtor of the Corporation in respect of the Funds.
4.1.5 In the case of 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.
4.1.6 On the date of this Agreement, Equiniti Trust Company shall provide the Corporation with the account information for the account to which the Corporation shall deliver the cash dividends and other cash distributions on Preferred Stock referred to in Section 4.1.1. Equiniti Trust Company may update such account information from time to time by notice to the Corporation provided in accordance with Section 7.4.
Appears in 2 contracts
Samples: Deposit Agreement (American International Group Inc), Deposit Agreement (American International Group Inc)
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 2.032.03 or in payment of any Additional Amounts (as such term is defined in the Certificate of Designation), 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 2 contracts
Samples: Deposit Agreement (Aspen Insurance Holdings LTD), Deposit Agreement (Aspen Insurance Holdings LTD)
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 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 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 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. 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. 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 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 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 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.
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 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 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 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 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.
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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, 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.
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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 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.
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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 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 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 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. 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.
4.1.2 All funds received by Computershare pursuant to this Agreement that are to be distributed or applied by Computershare in accordance with the terms of this Agreement (the “Funds”) shall be delivered to Computershare by 9:00 a.m. Eastern Time and in no event later than 12:00 p.m. Eastern Time on the Distribution Date. If Funds are delivered after 9:00 a.m. Eastern Time but at or before 12:00 p.m Eastern Time on the Distribution Date, the Depositary shall use its commercially reasonable efforts to effectuate the distribution or application of such Funds on the Distribution Date; provided, that the Corporation acknowledges that funding after 9:00 a.m. but at or before 12:00 p.m. on the Distribution Date may cause delays in payments such that payments may be made on the business day following the Distribution Date. The Corporation also acknowledges that delivery of Funds to Computershare on any day after 12:00 p.m. Eastern Time (“Late-Day Funding”) may cause delays in payments such that payments may be made on the business day following the Distribution Date, and such payments will be subject to the terms of Section 4.1.5 below. Once received by Computershare, Funds shall be held by Computershare as agent for the Corporation. Until paid or distributed in accordance with this Agreement, the Funds shall be 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 through such accounts in: (i) bank accounts, short term certificates of deposit, bank repurchase agreements, and disbursement accounts with 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.), (ii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, (iii) funds backed by obligations of, or guaranteed by, the United States of America, municipal securities, or (iv) debt or 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.
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 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 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 (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 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 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 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 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. 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.
4.1.2 All funds received by Computershare pursuant to this Agreement that are to be distributed or applied by Computershare in accordance with the terms of this Agreement (the “Funds”) shall be delivered to Computershare by 9:00 a.m. Eastern Time and in no event
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 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 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. 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.
4.1.2 All funds received by Computershare pursuant to this Agreement that are to be distributed or applied by Computershare in accordance with the terms of this Agreement (the “Funds”) shall be delivered to Computershare by 9:00 a.m. Eastern Time and in no event later than 12:00 p.m. Eastern Time on the Distribution Date. If Funds are delivered after 9:00 a.m. Eastern Time but at or before 12:00 p.m Eastern Time on the Distribution Date, the Depositary shall use its commercially reasonable efforts to effectuate the distribution or application of such Funds on the Distribution Date; provided, that the Corporation acknowledges that funding after 9:00 a.m. but at or before 12:00 p.m. on the Distribution Date may cause delays in payments such that payments may be made on the business day following the Distribution Date. The Corporation also acknowledges that delivery of Funds to Computershare on any day after 12:00 p.m. Eastern Time (“Late-Day Funding”) may cause delays in payments such that payments may be made on the business day following the Distribution Date, and such payments will be subject to the terms of Section 4.1.5 below. Once received by Computershare, Funds shall be held by Computershare as agent for the Corporation. Until paid or distributed in accordance with this Agreement, the Funds shall be 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 through such accounts in: (i) bank accounts, short term certificates of deposit, bank repurchase agreements, and disbursement accounts with 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.), (ii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, (iii) funds backed by obligations of, or guaranteed by, the United States of America, municipal securities, or (iv) debt or 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.
4.1.3 Computershare will only draw upon the Funds in such account as required from time to time in order to make the payments to Record Holders of Receipts and any applicable tax withholding payments. 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 Section 4, except for 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. Computershare shall not be obligated to pay such interest, dividends or earnings to the Corporation, any Record Holder or any other party.
4.1.4 Computershare is acting as agent hereunder and is not a debtor of the Corporation in respect of the Funds.
4.1.5 In the case of 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.
4.1.6 On the date of this Agreement, Computershare shall provide the Corporation with the account information for the account to which the Corporation shall deliver the cash dividends and other cash distributions on the Series D Preferred Stock referred to in Section 4.1.1. Computershare may update such account information from time to time by notice to the Corporation provided in accordance with Section 7.4.
Appears in 1 contract
Samples: Deposit Agreement (Citizens Financial Group Inc/Ri)
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 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 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 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 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 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 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.
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 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.
4.1.2 All funds received by Computershare pursuant to this Agreement that are to be distributed or applied by Computershare in accordance with the terms of this Agreement (the “Funds”) shall be delivered to Computershare by 9:00 a.m. Eastern Time and in no event later than 12:00 p.m. Eastern Time on the Distribution Date. If Funds are delivered after 9:00 a.m. Eastern Time but at or before 12:00 p.m Eastern Time on the Distribution Date, the Depositary shall use its commercially reasonable efforts to effectuate the distribution or application of such Funds on the Distribution Date; provided, that the Corporation acknowledges that funding after 9:00 a.m. but at or before 12:00 p.m. on the Distribution Date may cause delays in payments such that payments may be made on the business day following the Distribution Date. The Corporation also acknowledges that delivery of Funds to Computershare on any day after 12:00 p.m. Eastern Time (“Late-Day Funding”) may cause delays in payments such that payments may be made on the business day following the Distribution Date, and such payments will be subject to the terms of Section 4.1.5 below. Once received by Computershare, Funds shall be held by Computershare as agent for the Corporation. Until paid or distributed in accordance with this Agreement, the Funds shall be 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 through such accounts in: (i) bank accounts, short term certificates of deposit, bank repurchase agreements, and disbursement accounts with 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.), (ii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, (iii) funds backed by obligations of, or guaranteed by, the United States of America, municipal securities, or (iv) debt or 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.
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 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 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/)
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 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. 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 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.
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 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 (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 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.
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 StockSeries B Preference Shares, including any cash received upon redemption of any shares of Preferred Stock Series B 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 B 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 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. 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 Series UU Preferred Stock, including any cash received upon redemption of any shares of Series UU 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 UU 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 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 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 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 (Wesbanco Inc)
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 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 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.
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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 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 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 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 In the event that definitive registered Receipts are issued, each holder of such a definitive registered Receipt shall provide the Depositary with a properly completed Form W-8 or W-9 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or such Form W-9 (which form shall set forth such contain the holder’s certified taxpayer tax identification number number, if requested on such formrequired), 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, Depositary may withhold such amounts as amended, may require withholding are required by Computershare of a portion of law from any of the distribution distributions to be made hereunder. On the date of this Deposit Agreement, the Depositary shall provide the Company with the account information for the account to which the Company shall deliver the cash dividends and other cash distributions on Stock referred to in this Section 4.01. The Depositary may update such account information from time to time by notice to the Company provided in accordance with Section 7.04.
Appears in 1 contract
Samples: Deposit Agreement (Spire Inc)
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 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 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 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.
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 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 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. 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.
4.1.2 All funds received by Computershare pursuant to this Agreement that are to be distributed or applied by Computershare in accordance with the terms of this Agreement (the “Funds”) shall be delivered to Computershare by 9:00 a.m. Eastern Time and in no event later than 12:00 p.m. Eastern Time on the Distribution Date. If Funds are delivered after 9:00 a.m. Eastern Time but at or before 12:00 p.m. Eastern Time on the Distribution Date, the Depositary shall use its commercially reasonable efforts to effectuate the distribution or application of such Funds on the Distribution Date; provided, that the Corporation acknowledges that funding after 9:00 a.m. but at or before 12:00 p.m. on the Distribution Date may cause delays in payments such that payments may be made on the business day following the Distribution Date. The Corporation also acknowledges that delivery of Funds to Computershare on any day after 12:00 p.m. Eastern Time (“Late-Day Funding”) may cause delays in payments such that payments may be made on the business day following the Distribution Date, and such payments will be subject to the terms of Section 4.1.5 below. Once received by Computershare, Funds shall be held by Computershare as agent for the Corporation. Until paid or distributed in accordance with this Agreement, the Funds shall be 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 through such accounts in: (i) bank accounts, short term certificates of deposit, bank repurchase agreements, and disbursement accounts with 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.), (ii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, (iii) funds backed by obligations of, or guaranteed by, the United States of America, municipal securities, or (iv) debt or 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.
4.1.3 Computershare will only draw upon the Funds in such account as required from time to time in order to make the payments to Record Holders of Receipts and any applicable tax withholding payments. 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 Section 4, except for 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. Computershare shall not be obligated to pay such interest, dividends or earnings to the Corporation, any Record Holder or any other party.
4.1.4 Computershare is acting as agent xxxxxxxxx and is not a debtor of the Corporation in respect of the Funds.
4.1.5 In the case of 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.
4.1.6 On the date of this Agreement, Computershare shall provide the Corporation with the account information for the account to which the Corporation shall deliver the cash dividends and other cash distributions on the Series H Preferred Stock referred to in Section 4.1.1. Computershare may update such account information from time to time by notice to the Corporation provided in accordance with Section 7.4.
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 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 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 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.
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 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 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 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 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 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 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 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)