Common use of Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc Clause in Contracts

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments in the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preference, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would have been converted or for which such Stock would have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 30 contracts

Samples: Deposit Agreement (Ps Business Parks Inc/Ca), Deposit Agreement (Ps Business Parks Inc/Ca), Deposit Agreement (Ps Business Parks Inc/Ca)

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Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in the fraction of an interest represented by one Depositary Share in one share of Stock represented by one and in the ratio of the Depositary Share Redemption Price to the Preferred Stock Redemption Price, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 14 contracts

Samples: Deposit Agreement (Associated Banc-Corp), Deposit Agreement (Truist Financial Corp), Deposit Agreement (Truist Financial Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Preferred Stock represented by such Receipts would might have been converted or for which such Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 14 contracts

Samples: Deposit Agreement (Allstate Corp), Deposit Agreement (Equitable Holdings, Inc.), Deposit Agreement (Equitable Holdings, Inc.)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in the fraction of an interest represented by one Depositary Share in one share of Stock represented by one Depositary Share as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 13 contracts

Samples: Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Merrill Lynch & Co Inc), Deposit Agreement (Goldman Sachs Group Inc/)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in the fraction of an interest represented by one Depositary Share in one share of Stock represented by one Depositary Share as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preference, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation and (ii) treat any securities which that shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 13 contracts

Samples: Deposit Agreement (Morgan Stanley), Deposit Agreement (Morgan Stanley), Deposit Agreement (Morgan Stanley)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, subject to the provisions of the Articles, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary Depository may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary Depository may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest represented by one Depositary Share in one share of Stock represented by one and in the ratio of the redemption price per Depositary Share to the redemption price per share of Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary Depository in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary Corporation may in its discretion, with discretion direct the approval of the Company, Depository to execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary Depository with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction. The Corporation shall cause reflective provisions to be included in the charter of the resulting or surviving entity (if other than the Corporation) for the protection of such rights as may be applicable upon exchange of the deposited Stock for securities or property or cash of the surviving entity in connection with the transactions set forth above. The Corporation shall cause any such surviving entity (if other than the Corporation) expressly to assume the obligations of the Corporation hereunder.

Appears in 12 contracts

Samples: Deposit Agreement (Merchants Bancorp), Deposit Agreement (Merchants Bancorp), Deposit Agreement (Merchants Bancorp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, subject to the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest represented by one Depositary Share in one share of Stock represented by one Depositary Share and in the ratio of the Redemption Price to the Preferred Stock Redemption Price, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 11 contracts

Samples: Deposit Agreement (Schwab Charles Corp), Deposit Agreement (Schwab Charles Corp), Deposit Agreement (Schwab Charles Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, subject to the provisions of the Articles, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary Depository may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary Depository may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest represented by one Depositary Share in one share of Stock represented by one and in the ratio of the redemption price per Depositary Share to the redemption price per share of Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary Depository in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary Corporation may in its discretion, with discretion direct the approval of the Company, Depository to execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary Depository with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction. The Corporation shall cause reflective provisions to be included in the charter or equivalent organizational document of the resulting or surviving entity (if other than the Corporation) for the protection of such rights as may be applicable upon the exchange of the deposited Stock for securities or property or cash of the resulting or surviving entity in connection with the transactions set forth above. The Corporation shall cause any such surviving entity (if other than the Corporation) to expressly assume the obligations of the Corporation hereunder or to enter into a deposit agreement in form and substance providing for substantially the same rights and protection for the Holders.

Appears in 6 contracts

Samples: Deposit Agreement (First Horizon National Corp), Deposit Agreement (First Horizon National Corp), Deposit Agreement (First Horizon National Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the StockPreferred Shares, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCompany setting forth any adjustment, (i) make such adjustments as are certified by the Company in (a) the fraction of an interest in one share of Stock represented by one Depositary Share in one share of the Preferred Shares and (b) the ratio of the redemption price per Depositary Share to the redemption price per share of the Preferred Shares, in each case as may be necessary (as certified by the Company) fully to reflect the effects of stated in such change in par value or liquidation preference, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock Preferred Shares as new deposited securities property so received in exchange for or upon conversion or in respect of such StockPreferred Shares. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiesproperty. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Stock Preferred Shares or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock shares of the Preferred Shares represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock shares of the Preferred Shares represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided that the Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Company.

Appears in 5 contracts

Samples: Deposit Agreement (SVB Financial Group), Deposit Agreement (SVB Financial Group), Deposit Agreement (SVB Financial Group)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalizationrecapitaliztion, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in (x) the fraction of an interest in one share of Stock represented by one Depositary Share in one share of stock and (y) the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities under this Deposit Agreement, and Receipts then outstanding shall thenceforth represent the new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 5 contracts

Samples: Deposit Agreement (HSBC Usa Inc /Md/), Deposit Agreement (HSBC Finance CORP), Deposit Agreement (HSBC Finance CORP)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation or sale of all or substantially all the Company’s assets affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments in (a) the fraction of an interest in one share of Stock represented by underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation or sale and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of Stock represented thereby only attributable thereto into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would have been was converted or for which such Stock would have been was exchanged or surrendered had such Receipt been surrendered immediately prior after giving effect to the effective date of such transaction.

Appears in 5 contracts

Samples: Deposit Agreement (J P Morgan Chase & Co), Deposit Agreement (J P Morgan Chase & Co), Deposit Agreement (J P Morgan Chase & Co)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated amount, split-up, combination or any other reclassification of the Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated amount, split-up, combination or other reclassification of the Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such casecase the Corporation may instruct the Depositary, the Depositary may in its discretionwriting, with the approval of the Company, to execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated amount, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Preferred Stock represented by such Receipts would might have been converted or for which such Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 4 contracts

Samples: Deposit Agreement (Brighthouse Financial, Inc.), Deposit Agreement (Brighthouse Financial, Inc.), Deposit Agreement (Brighthouse Financial, Inc.)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustments, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Preferred Stock and in the ratio of the Redemption Price per Depositary Share to the Redemption Price per share of Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case, the Depositary may in its discretionmay, with upon the approval receipt of written instructions from the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Preferred Stock represented by such Receipts would might have been converted or for which such Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 4 contracts

Samples: Deposit Agreement (American Equity Investment Life Holding Co), Deposit Agreement (American Equity Investment Life Holding Co), Deposit Agreement (American Equity Investment Life Holding Co)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitableequitable and in compliance with any applicable rules and law, (i) make such adjustments as are certified by the Company in (x) the fraction of an interest in one share of Stock represented by one Depositary Share in shares of Stock and (y) the ratio of the redemption price per Depositary Share to the redemption price of shares of Stock, in each case as may be necessary (as certified by the Company) to fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver deliver, or transfer, additional Receipts or interests in Uncertificated Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts Receipts, or interests in Uncertificated Receipts, specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation or consolidation to surrender such Receipts Receipts, or interests in Uncertificated Receipts, to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 4 contracts

Samples: Deposit Agreement (PPL Energy Supply LLC), Deposit Agreement (PPL Capital Funding Inc), Deposit Agreement (PPL Energy Supply LLC)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. (a) Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting to which the Company or to which it is a partyparty or sale of all or substantially all of the Company's assets, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as to retain as nearly as possible the Depositary may deem equitablepercentage ownership interest in Stock of holders of the Receipts immediately prior to such event, (i) make such adjustments in (a) the fraction of an interest in one share of Stock represented by underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock, in each case as it may be deem necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation or sale, and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such the Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. . (b) Anything to the contrary herein or in the Receipt notwithstanding, holders of Receipts shall have the right from and after the effective date of or any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation, consolidation or consolidation sale, to the extent that holders of Stock had the right, prior to or on the applicable effective date, to convert, exchange or surrender shares of Stock into or for other stock, securities, property or cash, to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would have has been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 3 contracts

Samples: Deposit Agreement (S&t Bancorp Inc), Deposit Agreement (Fifth Third Capital Trust Iv), Deposit Agreement (M&t Bank Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary in one share of the Preferred Stock and (as certified by b) the Company) fully ratio of the redemption price per Depositary Share to reflect the effects redemption price per share of such change in par value or liquidation preference, split-up, combination or other reclassification of the Preferred Stock, or of in each case as stated in such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities or property so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiessecurities or property. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of the Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided, that the Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Corporation.

Appears in 3 contracts

Samples: Deposit Agreement (Texas Capital Bancshares Inc/Tx), Deposit Agreement (First Midwest Bancorp Inc), Deposit Agreement (First Midwest Bancorp Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series C Preferred Stock, subject to the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series C Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series C Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock, or of such recapitalization, reorganization, merger or consolidation consolidation, as stated in such instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series C Preferred Stock as new deposited securities or property so received in exchange for or upon conversion or in respect of such Series C Preferred Stock. In any such case, case the Depositary may in its discretionshall, with the approval upon receipt of instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiessecurities or property. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series C Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series C Preferred Stock represented by such Receipts would might have been converted or for which such Series C Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 3 contracts

Samples: Deposit Agreement (Sterling Bancorp), Deposit Agreement (New York Community Bancorp Inc), Deposit Agreement (Astoria Financial Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series B Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series B Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series B Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series B Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series B Preferred Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such Series B Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series B Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series B Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series B Preferred Stock represented by such Receipts would might have been converted or for which such Series B Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 3 contracts

Samples: Deposit Agreement (Synchrony Financial), Deposit Agreement (Discover Financial Services), Deposit Agreement (Capital One Financial Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it the Company is a partyparty or sale of all or substantially all of the Company’s assets, the Depositary may in its discretion with shall, upon receipt of written instructions from the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitableCompany setting forth any adjustments, (i) make such adjustments in the fraction of an interest in one share of Stock represented by one Depositary Share and the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock, in each case as may be necessary (required by or as certified by is consistent with the provisions of the Certificates of Designation and the Amended and Restated Articles of Incorporation of the Company) fully , to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation or sale, and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the shares of Stock as new deposited securities so received in exchange for or upon conversion or in respect of such the shares of Stock. In any such case, case the Depositary may in its discretionmay, with upon the approval receipt of a written request from the Company, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein or in the Receipt notwithstanding, record holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation, consolidation or consolidation sale, to the extent that holders of shares of Stock had the right, prior to or on the applicable effective date, to convert, exchange or surrender shares of Stock into or for other stock, securities, property or cash, to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of Stock represented by such Receipts would have has been converted or for which such shares of Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 3 contracts

Samples: Deposit Agreement (Amtrust Financial Services, Inc.), Deposit Agreement (Amtrust Financial Services, Inc.), Deposit Agreement (Amtrust Financial Services, Inc.)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series A Preferred Stock, subject to the Certificate of Designation, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series A Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series A Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock, or of such recapitalization, reorganization, merger or consolidation consolidation, as stated in such instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series A Preferred Stock as new deposited securities or property so received in exchange for or upon conversion or in respect of such Series A Preferred Stock. In any such case, case the Depositary may in its discretionshall, with the approval upon receipt of instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiessecurities or property. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series A Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series A Preferred Stock represented by such Receipts would might have been converted or for which such Series A Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 3 contracts

Samples: Deposit Agreement (Oceanfirst Financial Corp), Deposit Agreement (First Citizens Bancshares Inc /De/), Deposit Agreement (ConnectOne Bancorp, Inc.)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value, stated value or liquidation preference, split-up, combination or any other reclassification of the Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value, stated value or liquidation preference, split-up, combination or other reclassification of the Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such casecase the Corporation may instruct the Depositary, the Depositary may in its discretionwriting, with the approval of the Company, to execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Preferred Stock represented by such Receipts would might have been converted or for which such Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (At&t Inc.), Deposit Agreement (At&t Inc.)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series C Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series C Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series C Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series C Preferred Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such Series C Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series C Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series C Preferred Stock represented by such Receipts would might have been converted or for which such Series C Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Discover Financial Services), Deposit Agreement (Capital One Financial Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of Preferred Stock, subject to the Stockprovisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary in one share of Preferred Stock and (as certified by b) the Company) fully ratio of the redemption price per Depositary Share to reflect the effects redemption price per share of such change in par value or liquidation preference, split-up, combination or other reclassification of Preferred Stock, or of in each case as stated in such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities property so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiesproperty. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided, that the Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Corporation.

Appears in 2 contracts

Samples: Deposit Agreement (Jackson Financial Inc.), Deposit Agreement (Duke Energy CORP)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series A Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may Corporation may, in its discretion and with the approval (not to be unreasonably withheld) of, and shall upon acknowledgement of the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitableDepositary, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series A Preferred Stock and in the ratio of the redemption price per Depositary Share to the Redemption Price (as such term is defined in the Certificate of Designations) per share of Series A Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series A Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series A Preferred Stock. In any such case, the Depositary may Corporation may, in its discretion, discretion and with the approval acknowledgement of the CompanyDepositary, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series A Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series A Preferred Stock represented by such Receipts would might have been converted or for which such Series A Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Stifel Financial Corp), Deposit Agreement (TCF Financial Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par or stated value or liquidation preference, split-up, combination or any other reclassification of the Convertible Preferred Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in (x) the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Convertible Preferred Stock and (y) the ratio of the conversion rate per Depositary Share to the conversion rate of a share of Convertible Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par or stated value or liquidation preference, split-up, combination or other reclassification of Convertible Preferred Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Convertible Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Convertible Preferred Stock. In any such case, the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par or stated value or liquidation preference, split-up, combination or other reclassification of the Convertible Preferred Stock or any such recapitalization, reorganization, merger merger, amalgamation or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Convertible Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Convertible Preferred Stock represented by such Receipts would might have been converted or for which such Convertible Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Constellation Brands Inc), Deposit Agreement (Constellation Brands Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series B Preferred Stock, subject to the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series B Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series B Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series B Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series B Preferred Stock as new deposited securities or property so received in exchange for or upon conversion or in respect of such Series B Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiessecurities or property. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series B Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series B Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series B Preferred Stock represented by such Receipts would might have been converted or for which such Series B Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Regions Financial Corp), Deposit Agreement (Regions Financial Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Preferred Stock, subject to the provisions of the Certificate of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustments, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Preferred Stock and in the ratio of the Redemption Price per Depositary Share to the Redemption Price per share of Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case, the Depositary may in its discretionmay, with upon the approval receipt of written instructions from the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Preferred Stock represented by such Receipts would might have been converted or for which such Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Selective Insurance Group Inc), Deposit Agreement (Selective Insurance Group Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series C Preferred Stock, subject to the provisions of the Articles of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series C Preferred Stock and in the ratio of the redemption price per Depositary Share to the Redemption Price (as such term is defined in the Articles of Amendment) per share of Series C Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series C Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series C Preferred Stock. In any such case, the Depositary may in its discretionshall, with upon the approval receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series C Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series C Preferred Stock represented by such Receipts would might have been converted or for which such Series C Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Old National Bancorp /In/), Deposit Agreement (Old National Bancorp /In/)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Mandatory Convertible Preferred Stock, subject to the provisions of the Certificate of Incorporation, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval shall (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (ia) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Mandatory Convertible Preferred Stock as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Mandatory Convertible Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (iib) treat any securities which that shall be received by the Depositary in exchange for or or, subject to the final sentence of this Section 4.06, upon conversion of or in respect of the Mandatory Convertible Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Mandatory Convertible Preferred Stock. In any such case, case the Depositary Corporation may in its discretion, with discretion direct the approval of the Company, Depositary to execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Record Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Mandatory Convertible Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Mandatory Convertible Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Mandatory Convertible Preferred Stock represented by such Receipts would might have been converted or for which such Mandatory Convertible Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction. Notwithstanding the foregoing, the Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock shall not constitute new deposited securities hereunder and instead the provisions set forth in Section 4.02 shall apply.

Appears in 2 contracts

Samples: Deposit Agreement (Rexnord Corp), Deposit Agreement (Belden Inc.)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series C Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary in one share of the Series C Preferred Stock and (as certified by b) the Company) fully ratio of the redemption price per Depositary Share to reflect the effects redemption price per share of such change in par value or liquidation preference, split-up, combination or other reclassification of the Series C Preferred Stock, or of in each case as stated in such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series C Preferred Stock as new deposited securities property so received in exchange for or upon conversion or in respect of such Series C Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiesproperty. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of the Series C Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of the Series C Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York Mellon CORP), Deposit Agreement (Bank of New York Mellon CORP)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Series D Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary in one share of the Series D Preferred Stock and (as certified by b) the Company) fully ratio of the redemption price per Depositary Share to reflect the effects redemption price per share of such change in par value or liquidation preference, split-up, combination or other reclassification of the Series D Preferred Stock, or of in each case as stated in such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series D Preferred Stock as new deposited securities property so received in exchange for or upon conversion or in respect of such Series D Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiesproperty. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Series D Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of the Series D Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of the Series D Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided, that the Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Corporation.

Appears in 2 contracts

Samples: Deposit Agreement (Citizens Financial Group Inc/Ri), Deposit Agreement (Citizens Financial Group Inc/Ri)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Series A Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary in one share of the Series A Preferred Stock and (as certified by b) the Company) fully ratio of the redemption price per Depositary Share to reflect the effects redemption price per share of such change in par value or liquidation preference, split-up, combination or other reclassification of the Series A Preferred Stock, or of in each case as stated in such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series A Preferred Stock as new deposited securities property so received in exchange for or upon conversion or in respect of such Series A Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiesproperty. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Series A Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of the Series A Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of the Series A Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided, that the Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Corporation.

Appears in 2 contracts

Samples: Deposit Agreement (New York Community Bancorp Inc), Deposit Agreement (New York Community Bancorp Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, subject to the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may Corporation may, in its discretion and with the approval (not to be unreasonably withheld) of, and shall upon acknowledgement of the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitableDepositary, (i) make such adjustments as are certified by the Corporation in the fraction of an interest represented by one Depositary Share in one share of Stock represented by one and in the ratio of the redemption price per Depositary Share to the Redemption Price per share of Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, the Depositary may Corporation may, in its discretion, discretion and with the approval acknowledgement of the CompanyDepositary, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (EverBank Financial Corp), Deposit Agreement (EverBank Financial Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation or sale of all or substantially all the Company's assets affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments in (a) the fraction of an interest in one share of Stock represented by underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation or sale and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only shares ofStock attributable thereto into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by attributable to such Receipts would have been was converted or for which such Stock would have been was exchanged or surrendered had such Receipt been surrendered immediately prior after giving effect to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Series B Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary in one share of the Series B Preferred Stock and (as certified by b) the Company) fully ratio of the redemption price per Depositary Share to reflect the effects redemption price per share of such change in par value or liquidation preference, split-up, combination or other reclassification of the Series B Preferred Stock, or of in each case as stated in such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series B Preferred Stock as new deposited securities property so received in exchange for or upon conversion or in respect of such Series B Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiesproperty. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Series B Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of the Series B Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of the Series B Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided, that the Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Corporation.

Appears in 2 contracts

Samples: Deposit Agreement (Voya Financial, Inc.), Deposit Agreement (Voya Financial, Inc.)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Preferred Stock, subject to the provisions of the Articles Supplementary, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary in one share of the Preferred Stock and (as certified by b) the Company) fully ratio of the redemption price per Depositary Share to reflect the effects redemption price per share of such change in par value or liquidation preference, split-up, combination or other reclassification of the Preferred Stock, or of in each case as stated in such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary or Computershare (as applicable) in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities or property so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation authorizing and directing the Depositary to execute and deliver, shall execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiessecurities or property. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of the Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided that the Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Corporation.

Appears in 2 contracts

Samples: Deposit Agreement (Banc of California, Inc.), Deposit Agreement (Banc of California, Inc.)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Series H Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary in one share of the Series H Preferred Stock and (as certified by b) the Company) fully ratio of the redemption price per Depositary Share to reflect the effects redemption price per share of such change in par value or liquidation preference, split-up, combination or other reclassification of the Series H Preferred Stock, or of in each case as stated in such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series H Preferred Stock as new deposited securities property so received in exchange for or upon conversion or in respect of such Series H Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiesproperty. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Series H Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of the Series H Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of the Series H Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided, that the Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Corporation.

Appears in 2 contracts

Samples: Deposit Agreement (Citizens Financial Group Inc/Ri), Deposit Agreement (Bank of New York Mellon Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series C Preferred Stock, subject to the provisions of the Articles Supplementary, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Series C Preferred Stock represented by one Depositary Share and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series C Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series C Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series C Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series C Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series C Preferred Stock represented by such Receipts would might have been converted or for which such Series C Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Huntington Bancshares Inc/Md), Deposit Agreement (First Pactrust Bancorp Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, Series A Preferred Stock or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series A Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series A Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series A Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series A Preferred Stock. In any such case, the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series A Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series A Preferred Stock represented by such Receipts would might have been converted or for which such Series A Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Zions Bancorporation /Ut/)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Mandatory Convertible Preferred Stock, subject to the provisions of the Certificate of Incorporation, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Corporation shall instruct the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofwriting to, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, upon receipt of such instructions shall (ia) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Mandatory Convertible Preferred Stock as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Mandatory Convertible Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (iib) treat any securities which that shall be received by the Depositary in exchange for or or, subject to the final sentence of this Section 4.06, upon conversion of or in respect of the Mandatory Convertible Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Mandatory Convertible Preferred Stock. In any such case, case the Depositary Corporation may in its discretion, with discretion direct the approval of the Company, Depositary in writing to execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Record Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Mandatory Convertible Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Mandatory Convertible Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Mandatory Convertible Preferred Stock represented by such Receipts would might have been converted or for which such Mandatory Convertible Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction. Notwithstanding the foregoing, the Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock shall not constitute new deposited securities hereunder and instead the provisions set forth in Section 4.02 shall apply.

Appears in 2 contracts

Samples: Deposit Agreement (Kinder Morgan, Inc.), Deposit Agreement (Southwestern Energy Co)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, Series H Preferred Stock or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series H Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series H Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series H Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series H Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series H Preferred Stock. In any such case, the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series H Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series H Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series H Preferred Stock represented by such Receipts would might have been converted or for which such Series H Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Zions Bancorporation /Ut/)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting to which the Company or to which it is a partyparty or sale of all or substantially all of the Company’s assets, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as to retain as nearly as possible the Depositary may deem equitablepercentage ownership interest in Stock of holders of the Receipts immediately prior to such event, (i) make such adjustments in (a) the fraction of an interest in one share of Stock represented by underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock, in each case as it may be deem necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation or sale, and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such the Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein or in the Receipt notwithstanding, holders of Receipts shall have the right from and after the effective date of or any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation, consolidation or consolidation sale, to the extent that holders of Stock had the right, prior to or on the applicable effective date, to convert, exchange or surrender shares of Stock into or for other stock, securities, property or cash, to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would have has been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Pmi Group Inc), Deposit Agreement (Wachovia Preferred Funding Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the StockMuniFund Term Preferred Shares of a series, subject to the provisions of the Statement, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Fund or to which it is a party, the Depositary Depository may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyFund, and (in either case) in such manner as the Depositary Depository may deem equitable, (i) make such adjustments as are certified by the Fund in the fraction of an interest in one share of Stock represented by one Depositary Share in one MuniFund Term Preferred Share of such series and in the ratio of the redemption price per Depositary Share to the redemption price per MuniFund Term Preferred Share of such series, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stockthe MuniFund Term Preferred Shares of such series, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary Depository in exchange for or upon conversion of or in respect of the Stock MuniFund Term Preferred Shares of such series as new deposited securities so received in exchange for or upon conversion or in respect of the MuniFund Term Preferred Shares of such Stockseries. In any such case, case the Depositary Fund may in its discretion, with discretion direct the approval of the Company, Depository to execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock MuniFund Term Preferred Shares of a series or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary Depository with instructions to convert, exchange or surrender the Stock MuniFund Term Preferred Shares of such series represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock MuniFund Term Preferred Shares represented by such Receipts would might have been converted or for which such Stock would MuniFund Term Preferred Shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Depositary Receipts Agreement (Nuveen Arizona Premium Income Municipal Fund Inc), Depositary Receipts Agreement (Nuveen Select Quality Municipal Fund Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, Series G Preferred Stock or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series G Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series G Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series G Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series G Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series G Preferred Stock. In any such case, the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series G Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series G Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series G Preferred Stock represented by such Receipts would might have been converted or for which such Series G Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Zions Bancorporation /Ut/)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series D Preferred Stock, subject to the provisions of the Articles Supplementary, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Series D Preferred Stock represented by one Depositary Share and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series D Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series D Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series D Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series D Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series D Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series D Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series D Preferred Stock represented by such Receipts would might have been converted or for which such Series D Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Huntington Bancshares Inc/Md), Deposit Agreement (Banc of California, Inc.)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series B Preferred Stock, subject to the provisions of the Certificate of Designation, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series B Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series B Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series B Preferred Stock, or of such recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is a party and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series B Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series B Preferred Stock. In any such case, the Depositary may in its discretionshall, with upon the approval receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series B Preferred Stock or any such recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is a party to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series B Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series B Preferred Stock represented by such Receipts would might have been converted or for which such Series B Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (First Merchants Corp), Deposit Agreement (Level One Bancorp Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitable, Company (i) make such adjustments as are certified by the Company in the fraction of an interest represented by one Depositary Share in one share of Stock represented by one Depositary Share as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preference, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation and (ii) treat any securities which that shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with shall upon the approval written instruction of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Nisource Inc/De), Deposit Agreement (Nisource Inc/De)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, subject to the provisions of the Certificate, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary Depository may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary Depository may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest represented by one Depositary Share in one share of Stock represented by one and in the ratio of the redemption price per Depositary Share to the redemption price per share of Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary Depository in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary Corporation may in its discretion, with discretion direct the approval of the Company, Depository to execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary Depository with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, consolidation or consolidation other business combination affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in the fraction of an interest represented by one Depositary Share in one share of Stock represented by one Depositary Share as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, consolidation or consolidation business combination and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, consolidation, or consolidation business combination to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Fulton Financial Corp), Deposit Agreement (First Horizon National Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series A Preferred Stock, subject to the provisions of the Articles of Incorporation, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Series A Preferred Stock represented by one Depositary Share and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series A Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series A Preferred Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such Series A Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series A Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series A Preferred Stock represented by such Receipts would might have been converted or for which such Series A Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Fifth Third Bancorp), Deposit Agreement (Fifth Third Bancorp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Preferred Stock, subject to the provisions of the Certificate of Designation, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary in one share of the Preferred Stock and (as certified by b) the Company) fully ratio of the redemption price per Depositary Share to reflect the effects redemption price per share of such change in par value or liquidation preference, split-up, combination or other reclassification of the Preferred Stock, or of in each case as stated in such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities or property so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation authorizing and directing the Depositary to execute and deliver, shall execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiessecurities or property. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of the Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided, that the Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Corporation.

Appears in 2 contracts

Samples: Deposit Agreement (Pacwest Bancorp), Deposit Agreement (Enterprise Financial Services Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series E Preferred Stock, subject to the provisions of the Articles Supplementary, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Series E Preferred Stock represented by one Depositary Share and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series E Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series E Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series E Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series E Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series E Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series E Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series E Preferred Stock represented by such Receipts would might have been converted or for which such Series E Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Huntington Bancshares Inc/Md), Deposit Agreement (Banc of California, Inc.)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting to which the Company or to which it is a partyparty or sale of all or substantially all of the Company’s assets, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as to retain as nearly as possible the Depositary may deem equitablepercentage ownership interest in Stock of holders of the Receipts immediately prior to such event, (i) make such adjustments in (a) the fraction of an interest in one share of Stock represented by one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock, in each case as it may be deem necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation or sale, and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the shares of Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such the shares of Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein or in the Receipt notwithstanding, record holders of Receipts shall have the right from and after the effective date of or any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation, consolidation or consolidation sale, to the extent that holders of shares of Stock had the right, prior to or on the applicable effective date, to convert, exchange or surrender shares of Stock into or for other stock, securities, property or cash, to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of Stock represented by such Receipts would have has been converted or for which such shares of Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Wachovia Corp New), Deposit Agreement (Wachovia Corp New)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Series E Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary in one share of the Series E Preferred Stock and (as certified by b) the Company) fully ratio of the redemption price per Depositary Share to reflect the effects redemption price per share of such change in par value or liquidation preference, split-up, combination or other reclassification of the Series E Preferred Stock, or of in each case as stated in such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series E Preferred Stock as new deposited securities property so received in exchange for or upon conversion or in respect of such Series E Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiesproperty. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Series E Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of the Series E Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of the Series E Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided, that the Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Corporation.

Appears in 2 contracts

Samples: Deposit Agreement (Citizens Financial Group Inc/Ri), Deposit Agreement (Citizens Financial Group Inc/Ri)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series A Preferred Stock, subject to the provisions of the Articles of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series A Preferred Stock and in the ratio of the redemption price per Depositary Share to the Redemption Price (as such term is defined in the Articles of Amendment) per share of Series A Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series A Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series A Preferred Stock. In any such case, the Depositary may in its discretionshall, with upon the approval receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series A Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series A Preferred Stock represented by such Receipts would might have been converted or for which such Series A Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Old National Bancorp /In/), Deposit Agreement (Old National Bancorp /In/)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series A Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series A Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series A Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series A Preferred Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such Series A Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series A Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series A Preferred Stock represented by such Receipts would might have been converted or for which such Series A Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Washington Federal Inc), Deposit Agreement (Synchrony Financial)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it the Company is a partyparty or sale of all or substantially all of the Company’s assets, the Depositary may in its discretion with shall, upon receipt of written instructions from the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitableCompany setting forth any adjustments, (i) make such adjustments in the fraction of an interest in one share of Stock represented by one Depositary Share and the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock, in each case as may be necessary (required by or as certified by is consistent with the provisions of the Company) fully ’s Amended and Restated Certificate of Incorporation, as amended (including the Certificate of Designations), to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation or sale, and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the shares of Stock as new deposited securities so received in exchange for or upon conversion or in respect of such the shares of Stock. In any such case, case the Depositary may in its discretionmay, with upon the approval receipt of a written request from the Company, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein or in the Receipt notwithstanding, record holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation, consolidation or consolidation sale, to the extent that holders of shares of Stock had the right, prior to or on the applicable effective date, to convert, exchange or surrender shares of Stock into or for other stock, securities, property or cash, to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of Stock represented by such Receipts would have has been converted or for which such shares of Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (Amtrust Financial Services, Inc.), Deposit Agreement (Amtrust Financial Services, Inc.)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the any Stock, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, or the sale of all or substantially all of the Company’s assets, the Depositary may in its discretion with the approval (approval, not to be unreasonably withheld) , of, and shall upon the instructions of, the Company, and (and, in either case) , in such manner as the Depositary may deem equitable, (i) make such adjustments in the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary (necessary, as certified by the Company) , fully to reflect the effects of such change in par value or liquidation preference, split-up, combination or other reclassification of such Stock, or of such recapitalization, reorganization, merger merger, consolidation or consolidation sale and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts the corresponding Depositary Shares shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, consolidation or consolidation sale to surrender such Receipts Depositary Shares to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts Depositary Shares would have been converted or for which such Stock would have been exchanged or surrendered had such Receipt Depositary Shares been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Master Deposit Agreement (Boston Private Financial Holdings Inc), Master Deposit Agreement (Boston Properties Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it the Company is a partyparty or sale of all or substantially all of the Company’s assets, the Depositary may in its discretion with shall, upon receipt of written instructions from the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitableCompany setting forth any adjustments, (i) make such adjustments in the fraction of an interest in one share of Stock represented by one Depositary Share and the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock, in each case as may be necessary (required by or as certified by is consistent with the provisions of the Certificate of Designations and the Second Amended and Restated Articles of Incorporation of the Company) fully , as amended, to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation or sale, and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the shares of Stock as new deposited securities so received in exchange for or upon conversion or in respect of such the shares of Stock. In any such case, case the Depositary may in its discretionmay, with upon the approval receipt of a written request from the Company, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein or in the Receipt notwithstanding, record holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation, consolidation or consolidation sale, to the extent that holders of shares of Stock had the right, prior to or on the applicable effective date, to convert, exchange or surrender shares of Stock into or for other stock, securities, property or cash, to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of Stock represented by such Receipts would have has been converted or for which such shares of Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 2 contracts

Samples: Deposit Agreement (National General Holdings Corp.), Deposit Agreement (National General Holdings Corp.)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series D Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series D Preferred Stock and in the ratio of the redemption price per Depositary Share to the Redemption Price (as such term is defined in the Certificate of Designations) per share of Series D Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series D Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series D Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series D Preferred Stock. In any such case, the Depositary may in its discretionshall, with upon the approval receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series D Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series D Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series D Preferred Stock represented by such Receipts would might have been converted or for which such Series D Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Stifel Financial Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, par or stated value, split-up, combination or any other reclassification of the Stock, subject to the Certificate of Designation, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCompany setting forth any adjustments, (i) make such adjustments as are certified by the Company in the fraction of an interest represented by one Depositary Share in one share of Stock represented by one and in the ratio of the Depositary Share Redemption Price to the Redemption Price, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preference, par or stated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, par or stated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (CMS Energy Corp)

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Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the StockPreferred Shares, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments in the fraction of an interest in one share of Stock Preferred Shares represented by one Depositary Share as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preference, split-up, combination or other reclassification of StockPreferred Shares, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock Preferred Shares as new deposited securities so received in exchange for or upon conversion or in respect of such StockPreferred Shares. In any such case, the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Stock Preferred Shares or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock Preferred Shares represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock Preferred Shares represented by such Receipts would have been converted or for which such Stock Preferred Shares would have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (M I Homes Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in (x) the fraction of an interest represented by one Depositary Share in one share of Stock represented by one and (y) the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (United States Steel Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series C Preferred Stock, subject to the provisions of the Articles Supplementary, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Series C Preferred Stock represented by one Depositary Share and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series C Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series C Preferred Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such Series C Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series C Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series C Preferred Stock represented by such Receipts would might have been converted or for which such Series C Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Mb Financial Inc /Md)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, Series C Preferred Stock or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series C Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series C Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series C Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series C Preferred Stock. In any such case, the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series C Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series C Preferred Stock represented by such Receipts would might have been converted or for which such Series C Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Zions Bancorporation /Ut/)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series O Preferred Stock, subject to the provisions of the Articles of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may Corporation may, in its discretion and with the approval (not to be unreasonably withheld) of, and shall upon acknowledgement of the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitableDepositary, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series O Preferred Stock and in the ratio of the redemption price per Depositary Share to the Redemption Price (as such term is defined in the Articles of Amendment) per share of Series O Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series O Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series O Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series O Preferred Stock. In any such case, the Depositary may Corporation may, in its discretion, discretion and with the approval acknowledgement of the CompanyDepositary, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series O Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series O Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series O Preferred Stock represented by such Receipts would might have been converted or for which such Series O Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Truist Financial Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Series B Preferred Stock, subject to the provisions of the Articles of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary in one share of the Series B Preferred Stock and (as certified by b) the Company) fully ratio of the redemption price per Depositary Share to reflect the effects redemption price per share of such change in par value or liquidation preference, split-up, combination or other reclassification of the Series B Preferred Stock, or of in each case as stated in such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series B Preferred Stock as new deposited securities property so received in exchange for or upon conversion or in respect of such Series B Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiesproperty. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Series B Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of the Series B Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of the Series B Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided, that the Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Corporation.

Appears in 1 contract

Samples: Deposit Agreement (Pinnacle Financial Partners Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series I Preferred Stock, subject to the provisions of the Articles of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series I Preferred Stock and in the ratio of the redemption price per Depositary Share to the Redemption Price (as such term is defined in the Articles of Amendment) per share of Series I Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series I Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series I Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series I Preferred Stock. In any such case, the Depositary may in its discretionshall, with upon the approval receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series I Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series I Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series I Preferred Stock represented by such Receipts would might have been converted or for which such Series I Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (United Community Banks Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series K Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series K Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series K Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series K Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series K Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series K Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series K Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series K Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series K Preferred Stock represented by such Receipts would might have been converted or for which such Series K Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (PNC Financial Services Group Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the StockSeries B Preference Shares, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may Company may, in its discretion and with the approval (not to be unreasonably withheld) of, and shall upon acknowledgement of the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitableDepositary, (i) make such adjustments as are certified by the Company in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series B Preference Shares and in the ratio of the redemption price per Depositary Share to the Redemption Price (as such term is defined in the Certificate of Designations) per share of Series B Preference Shares, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stockthe Series B Preference Shares, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock Series B Preference Shares as new deposited securities so received in exchange for or upon conversion or in respect of such StockSeries B Preference Shares. In any such case, the Depositary may Company may, in its discretion, discretion and with the approval acknowledgement of the CompanyDepositary, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock Series B Preference Shares or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock Series B Preference Shares represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock Series B Preference Shares represented by such Receipts would might have been converted or for which such Stock would Series B Preference Shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Textainer Group Holdings LTD)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series H Preferred Stock, subject to the provisions of the Articles of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may Corporation may, in its discretion and with the approval (not to be unreasonably withheld) of, and shall upon acknowledgement of the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitableDepositary, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series H Preferred Stock and in the ratio of the redemption price per Depositary Share to the Redemption Price (as such term is defined in the Articles of Amendment) per share of Series H Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series H Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series H Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series H Preferred Stock. In any such case, the Depositary may may, in its discretion, discretion and with the written approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series H Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series H Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series H Preferred Stock represented by such Receipts would might have been converted or for which such Series H Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (State Street Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencevalue, split-up, combination consolidation or any other reclassification of the Preferred Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation or sale of assets affecting the Company or to which it is a party, the Depositary shall, upon the instructions of the Company, treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities under this Deposit Agreement, and Depositary Shares and Receipts then outstanding shall thenceforth represent and evidence the new deposited securities so received in exchange or conversion. In any such case the Depositary may in its discretion discretion, with the approval (not to be unreasonably withheld) ofof the Company, and or shall upon the instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in (x) the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Preferred Stock and (y) the ratio of the Redemption Price per Depositary Share to the redemption price of a share of Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Preferred Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation or sale of all or substantially all of the Company's assets and (ii) treat any securities or property which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities property so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case, case the Depositary may in its discretion, discretion with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiesproperty. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger merger, amalgamation or consolidation or sale of all or substantially all of the Company's assets to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and securities, property and cash into which the Preferred Stock represented by such Receipts would might have been converted or for which such Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided that in no event shall the Company be required to deliver fractional shares of Common Stock.

Appears in 1 contract

Samples: Deposit Agreement (Infocure Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Mandatory Convertible Preferred Stock, subject to the provisions of the Certificate of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with Depositary, if notified and instructed by the approval Corporation, shall (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (ia) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Mandatory Convertible Preferred Stock as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Mandatory Convertible Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (iib) treat any securities which that shall be received by the Depositary in exchange for or or, subject to the final sentence of this Section 4.06, upon conversion of or in respect of the Mandatory Convertible Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Mandatory Convertible Preferred Stock. In any such case, case the Depositary Corporation may in its discretion, with discretion direct the approval of the Company, Depositary to execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Record Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Mandatory Convertible Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Mandatory Convertible Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Mandatory Convertible Preferred Stock represented by such Receipts would might have been converted or for which such Mandatory Convertible Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction. Notwithstanding the foregoing, the Common Stock issuable upon conversion of, or in lieu of cash dividends on, the Mandatory Convertible Preferred Stock shall not constitute new deposited securities hereunder and instead the provisions set forth in Section 4.02 shall apply.

Appears in 1 contract

Samples: Deposit Agreement (Becton Dickinson & Co)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series H Preferred Stock, subject to the provisions of the Certificate, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series H Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series H Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series H Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series H Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series H Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series H Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series H Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series H Preferred Stock represented by such Receipts would might have been converted or for which such Series H Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Us Bancorp \De\)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series I Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series I Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series I Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series I Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series I Preferred Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such Series I Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series I Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series I Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series I Preferred Stock represented by such Receipts would might have been converted or for which such Series I Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series B Preferred Stock, subject to the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series B Preferred Stock and in the ratio of the redemption price per Depositary Share to the Redemption Price per share of Series B Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series B Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series B Preferred Stock as new deposited securities or property so received in exchange for or upon conversion or in respect of such Series B Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiessecurities or property. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series B Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series B Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series B Preferred Stock represented by such Receipts would might have been converted or for which such Series B Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Cullen/Frost Bankers, Inc.)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series F Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series F Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series F Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series F Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series F Preferred Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such Series F Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series F Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series F Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series F Preferred Stock represented by such Receipts would might have been converted or for which such Series F Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the StockSeries U Preferred Stock subject to the provisions of the Certificate of Designation, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series U Preferred Stock and in the ratio of the Depositary Share Redemption Price to the Preferred Stock Redemption Price, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Series U Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series U Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series U Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series U Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series U Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock Series U Preferred Stock and other securities and property and cash into which the Series U Preferred Stock represented by such Receipts would might have been converted or for which such Series U Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Wells Fargo & Company/Mn)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par or stated value or liquidation preference, split-up, combination or any other reclassification of the StockShares, or upon any recapitalization, reorganization, merger merger, consolidation, mandatory share exchange or consolidation other similar business combination affecting the Company Trust or to which it is a partyparty or sale of all or substantially all of the Trust's assets, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyTrust, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Trust in (a) the fraction of an interest in one share of Stock represented by one Depositary Share in one Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par or stated value or liquidation preference, split-up, combination or other reclassification of StockShares, or of such recapitalization, reorganization, merger merger, consolidation, share exchange, business combination or consolidation sale and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock Shares as new deposited securities so received in exchange for or upon conversion or in respect of such StockShares. In any such casecase the Depositary, the Depositary may in its discretion, with the approval of the CompanyTrust, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par or stated value or liquidation preference, split-up, up combination or other reclassification of the Stock Shares or any such recapitalization, reorganization, merger merger, consolidation, share exchange, business combination or consolidation sale to surrender such Receipts receipts to the Depositary with instructions to convert, exchange or surrender the Stock Shares represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock Shares represented by such Receipts would might have been converted or for which such Stock would Shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Town & Country Trust)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series P Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series P Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series P Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series P Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series P Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series P Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series P Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series P Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series P Preferred Stock represented by such Receipts would might have been converted or for which such Series P Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (PNC Financial Services Group, Inc.)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series A Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the written instructions of, of the CompanyCorporation, and (in either case) in such manner as the Depositary Corporation may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series A Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series A Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series A Preferred Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such Series A Preferred Stock. In any such case, case the Depositary may in its discretionmay, with upon the approval written instruction of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series A Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series A Preferred Stock represented by such Receipts would might have been converted or for which such Series A Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Comerica Inc /New/)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in (x) the fraction of an interest represented by one Depositary Share in one share of Stock represented by one and (y) the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock, in each case as may be necessary (as certified by the Company) to fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Hovnanian Enterprises Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the StockSeries D Preferred Stock subject to the provisions of the Certificate of Designation, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series D Preferred Stock and in the ratio of the Depositary Share Redemption Price to the Preferred Stock Redemption Price, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Series D Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series D Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series D Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series D Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series D Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock Series D Preferred Stock and other securities and property and cash into which the Series D Preferred Stock represented by such Receipts would might have been converted or for which such Series D Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Northern Trust Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, par or stated value, split-up, combination or any other reclassification of the Convertible Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share in one share of the Convertible Preferred Stock and (b) the ratio of the redemption price or conversion rate, as may be necessary (applicable, per Depositary Share to the redemption price or conversion rate, as certified by applicable, per share of the Company) Convertible Preferred Stock, in each case as stated in such instructions or as is consistent with the provisions of the Certificate of Designations to fully to reflect the effects of such change in par value or liquidation preference, par or stated value, split-up, combination or other reclassification of Stock, Convertible Preferred Stock or of any such recapitalization, reorganization, merger or consolidation and (ii) subject to the last sentence of this Section 4.6, treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Convertible Preferred Stock as new deposited securities property so received in exchange for or upon conversion or in respect of such Convertible Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiesproperty. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Convertible Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of the Convertible Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of the Convertible Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction. Notwithstanding the foregoing, the Common Stock issuable upon conversion of the Convertible Preferred Stock pursuant to Section 7, 8 or 9 of the Certificate of Designations (or their successors) shall not be treated as new deposited property under this Deposit Agreement and instead the provisions in Section 2.10 and Section 4.2 shall apply.

Appears in 1 contract

Samples: Deposit Agreement (American Tower Corp /Ma/)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par par, stated value or liquidation preference, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitableequitable and in compliance with any applicable rules and law, (i) make such adjustments as are certified by the Company in (x) the fraction of an interest in one share of Stock represented by one Depositary Share in shares of the Stock and (y) the ratio of the redemption price per Depositary Share to the redemption price of shares of the Stock, in each case as may be necessary (as certified by the Company) to fully to reflect the effects of such change in par value par, or stated value, liquidation preference, split-up, combination or other reclassification of the Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver deliver, or transfer, additional Receipts or interests in Uncertificated Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts Receipts, or interests in Uncertificated Receipts, specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par par, stated value or liquidation preference, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation or consolidation to surrender such Receipts Receipts, or interests in Uncertificated Receipts, to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (PPL Electric Utilities Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the StockSeries CC Preferred Stock subject to the provisions of the Certificate of Designation, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series CC Preferred Stock and in the ratio of the Depositary Share Redemption Price to the Preferred Stock Redemption Price, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Series CC Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series CC Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series CC Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series CC Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series CC Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock Series CC Preferred Stock and other securities and property and cash into which the Series CC Preferred Stock represented by such Receipts would might have been converted or for which such Series CC Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Wells Fargo & Company/Mn)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series E Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary in one share of the Series E Preferred Stock and (as certified by b) the Company) fully ratio of the redemption price per Depositary Share to reflect the effects redemption price per share of such change in par value or liquidation preference, split-up, combination or other reclassification of the Series E Preferred Stock, or of in each case as stated in such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series E Preferred Stock as new deposited securities property so received in exchange for or upon conversion or in respect of such Series E Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiesproperty. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series E Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of the Series E Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of the Series E Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York Mellon Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series I Preferred Stock, subject to the provisions of the Articles of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may Corporation may, in its discretion and with the approval (not to be unreasonably withheld) of, and shall upon acknowledgement of the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitableDepositary, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series I Preferred Stock and in the ratio of the redemption price per Depositary Share to the Redemption Price (as such term is defined in the Articles of Amendment) per share of Series I Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series I Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series I Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series I Preferred Stock. In any such case, the Depositary may may, in its discretion, discretion and with the written approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series I Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series I Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series I Preferred Stock represented by such Receipts would might have been converted or for which such Series I Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (State Street Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series A Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Series A Preferred Stock represented by one Depositary Share and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series A Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock, or of such recapitalization, reorganization, merger or consolidation consolidation, and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series A Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series A Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series A Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series A Preferred Stock represented by such Receipts would might have been converted or for which such Series A Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided, that the Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Corporation.

Appears in 1 contract

Samples: Deposit Agreement (Bank of Hawaii Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series C Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series C Preferred Stock and in the ratio of the redemption price per Depositary Share to the Redemption Price (as such term is defined in the Certificate of Designations) per share of Series C Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series C Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series C Preferred Stock. In any such case, the Depositary may in its discretionshall, with upon the approval receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series C Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series C Preferred Stock represented by such Receipts would might have been converted or for which such Series C Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Stifel Financial Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or stated value, liquidation preference, split-up, combination or any other reclassification of the Series A Preferred Stock, subject to the provisions of the Articles of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with shall, upon written instructions of the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series A Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series A Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities or property which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series A Preferred Stock as new deposited securities or property so received in exchange for or upon conversion of or in respect of such Series A Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiessecurities or property. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series A Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series A Preferred Stock represented by such Receipts would might have been converted or for which such Series A Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Atlantic Union Bankshares Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series G Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series G Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series G Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series G Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series G Preferred Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such Series G Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series G Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series G Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series G Preferred Stock represented by such Receipts would might have been converted or for which such Series G Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencevalue, split-up, combination or any other reclassification of the StockShares, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion discretion, with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments in (a) the fraction of an interest in one share of Stock represented by Share underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a Share, in each case as may be necessary (as certified by the Company) fully to reflect fully the effects of such change in par value or liquidation preferencevalue, split-up, combination or other reclassification of Stockthe Shares, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock Shares as new deposited securities so received in exchange for or upon conversion of or in respect of such StockShares. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein or in the Receipt notwithstanding, holders of Receipts shall have the right from and after the effective date of or any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock Shares or any such recapitalization, reorganization, merger merger, amalgamation, consolidation or consolidation sale, to the extent that holders of Shares had the right, prior to or on the applicable effective date, to convert, exchange or surrender Shares into or for other shares, securities, property or cash, to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock Shares represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock Shares represented by such Receipts would have has been converted or for which such Stock would Shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Prime Group Realty Trust)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Series A Preferred Stock, subject to the provisions of the Articles of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary in one share of the Series A Preferred Stock and (as certified by b) the Company) fully ratio of the redemption price per Depositary Share to reflect the effects redemption price per share of such change in par value or liquidation preference, split-up, combination or other reclassification of the Series A Preferred Stock, or of in each case as stated in such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series A Preferred Stock as new deposited securities property so received in exchange for or upon conversion or in respect of such Series A Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiesproperty. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Series A Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of the Series A Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of the Series A Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided, that the Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Corporation.

Appears in 1 contract

Samples: Deposit Agreement (Wesbanco Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series C Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may Corporation may, in its discretion and with the approval (not to be unreasonably withheld) of, and shall upon acknowledgement of the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitableDepositary, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series C Preferred Stock and in the ratio of the redemption price per Depositary Share to the Redemption Price (as such term is defined in the Certificate of Designations) per share of Series C Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series C Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series C Preferred Stock. In any such case, the Depositary may Corporation may, in its discretion, discretion and with the approval acknowledgement of the CompanyDepositary, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series C Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series C Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series C Preferred Stock represented by such Receipts would might have been converted or for which such Series C Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (TCF Financial Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Preferred Stock, subject to the provisions of the Articles Supplementary, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) ofshall, and shall upon the written instructions of, of the Company, and (in either case) in such manner as the Depositary may deem equitableCorporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in (a) the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary in one share of the Preferred Stock and (as certified by b) the Company) fully ratio of the redemption price per Depositary Share to reflect the effects redemption price per share of such change in par value or liquidation preference, split-up, combination or other reclassification of the Preferred Stock, or of in each case as stated in such recapitalization, reorganization, merger or consolidation instructions and (ii) treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities or property so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case, the Depositary may in its discretionshall, with the approval upon receipt of written instructions of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securitiessecurities or property. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of the Preferred Stock represented by such Receipts would might have been converted or for which such Stock would shares might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction; provided, that the Depositary shall not have any obligations under this sentence unless and until it has received written instructions from the Corporation.

Appears in 1 contract

Samples: Deposit Agreement (Silvergate Capital Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, consolidation or consolidation other business combination affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in the fraction of an interest represented by one Depositary Share in one share of Stock represented by one Depositary Share as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, consolidation or consolidation business combination and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, consolidation, or consolidation business combination to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock Stock and other securities and property and cash into which the Stock represented by such Receipts would might have been converted or for which such Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (First Horizon Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series D Preferred Stock, subject to the provisions of the Articles of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Series D Preferred Stock represented by one Depositary Share and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series D Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series D Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series D Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series D Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series D Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series D Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series D Preferred Stock represented by such Receipts would might have been converted or for which such Series D Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Lincoln National Corp)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Series A Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Company Corporation or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the CompanyCorporation, and (in either case) in such manner as the Depositary Corporation may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Series A Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series A Preferred Stock, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series A Preferred Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such Series A Preferred Stock. In any such case, case the Depositary may in its discretion, with the approval of the CompanyCorporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders Holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Series A Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series A Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Series A Preferred Stock represented by such Receipts would might have been converted or for which such Series A Preferred Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Wesco International Inc)

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting to which the Company or to which it is a partyparty or sale of all or substantially all of the Company’s assets, the Depositary may in its discretion with shall, upon receipt of written instructions from the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitableCompany setting forth any adjustments, (i) make such adjustments in the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger merger, amalgamation or consolidation or sale, and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the shares of Stock as new deposited securities so received in exchange for or upon conversion or in respect of such the shares of Stock. In any such case, case the Depositary may in its discretionmay, with upon the approval receipt of a written request from the Company, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein or in the Receipt notwithstanding, record holders of Receipts shall have the right from and after the effective date of or any such change in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, amalgamation, consolidation or consolidation sale, to the extent that holders of shares of Stock had the right, prior to or on the applicable effective date, to convert, exchange or surrender shares of Stock into or for other stock, securities, property or cash, to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the shares of Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the shares of Stock represented by such Receipts would have has been converted or for which such shares of Stock would might have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Appears in 1 contract

Samples: Deposit Agreement (Popular Inc)

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