Common use of Changes Affecting Deposited Securities and Reclassifications 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 14 contracts

Samples: Deposit Agreement (First Industrial Realty Trust Inc), Deposit Agreement (Ps Business Parks Inc/Ca), Deposit Agreement (First Industrial Realty Trust Inc)

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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, 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 10 contracts

Samples: Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (BAC Capital Trust XIII), 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, 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) 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 5 contracts

Samples: Deposit Agreement (Lehman Brothers Holdings Capital Trust Iii), Deposit Agreement (Gt Capital Trust Iv), Deposit Agreement (Lehman Brothers Holdings Capital Trust V)

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 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 changes 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 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 4 contracts

Samples: Depositary Agreement (Union Planters Corp), Deposit Agreement (Fuller H B Co), Deposit Agreement (Dayton Hudson Corp)

Changes Affecting Deposited Securities and Reclassifications. Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other etc 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 3 contracts

Samples: Deposit Agreement (First Industrial Realty Trust Inc), Deposit Agreement (First Industrial Realty Trust Inc), Deposit Agreement (First Industrial Realty Trust 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 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, 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 efforts of such change in par value or liquidation preference, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger or of 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 3 contracts

Samples: Deposit Agreement (Carramerica Realty Corp), Deposit Agreement (Carramerica Realty Corp), Deposit Agreement (Carramerica Realty Corp)

Changes Affecting Deposited Securities and Reclassifications. RecapitalizationsRECAPITALIZATIONS, etcETC. 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 3 contracts

Samples: Deposit Agreement (Bankboston Corp), Deposit Agreement (Old Kent Financial Corp /Mi/), Deposit Agreement (Bank of Boston 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 3 contracts

Samples: Deposit Agreement (Bear Stearns Companies Inc), Deposit Agreement (Bear Stearns Companies Inc), Deposit Agreement (Bear Stearns Companies 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 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 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 (Fleet Financial Group Inc), Deposit Agreement (Fleet Financial Group Inc)

Changes Affecting Deposited Securities and Reclassifications. RecapitalizationsRECAPITALIZATIONS, etcETC. Upon any change in par value or liquidation preferencestated value, 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 all or substantially all of 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) ofshall, and shall upon the instructions of, of the Company, Company and (in either case) in such manner as the Depositary Company may deem equitable, (ia) make such adjustments in (i) the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Preferred Stock and (ii) 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) to fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination consolidation or other reclassification of the Preferred Stock, or of such recapitalization, reorganization, merger merger, amalgamation or such consolidation or sale and (iib) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or otherwise in respect of the Preferred 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 Stockreceived. In any such case, case the Depositary Company may in its discretion, with direct the approval of the Company, Depositary to 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 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 2 contracts

Samples: Deposit Agreement (Intermedia Communications of Florida Inc), Deposit Agreement (Intermedia Communications of Florida 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 or sale of all or substantially all of 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 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, amalgamation or consolidation or sale of all or substantially all of the Company's assets 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, 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 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; provided, that in no event shall the Company be required to deliver fractional shares of Common Stock.

Appears in 2 contracts

Samples: Deposit Agreement (Ford Motor Co), Deposit Agreement (Ford Motor Co)

Changes Affecting Deposited Securities and Reclassifications. Recapitalizations, etcEtc. Upon any change in par value liquidation preference or liquidation preferencestated value, split-up, combination or any other reclassification of the Series K Preferred 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 the Series K Preferred Stock of holders of the related Receipts immediately prior to such event, (i) make such adjustments in (a) the fraction of an interest in one share of Series K Preferred Stock represented by one related Depositary Share and (b) the ratio of the redemption price per the related Depositary Share to the redemption price of a share of the Series K Preferred 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 liquidation preference or liquidation preferencestated value, split-up, combination or other reclassification of Series K Preferred 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 Series K Preferred Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such the shares of Series K Preferred Stock. In any such case, case the Depositary may in its discretionshall, with the approval upon receipt of written request of the Company, execute and deliver additional Receipts Receipts, or may call for the surrender of all outstanding applicable Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein or in any Receipt notwithstanding, record holders of Receipts shall have the right from and after the effective date of or any such change in par value liquidation preference or liquidation preferencestated value, split-up, combination or other reclassification of the Series K Preferred Stock or any such recapitalization, reorganization, merger merger, amalgamation, consolidation or consolidation sale, to the extent that holders of shares of Series K Preferred Stock had the right, prior to or on the applicable effective date, to convert, exchange or surrender shares of Series K Preferred Stock into or for other stock, securities, property or cash, to surrender such the related Receipts to the Depositary with instructions to convert, exchange or surrender the shares of 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 shares of Series K Preferred Stock represented by such Receipts would have has been converted or for which such shares of 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 2 contracts

Samples: Deposit Agreement (Washington Mutual Inc), Deposit Agreement (Washington Mutual 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 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, 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 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 2 contracts

Samples: Deposit Agreement (Morgan Stanley Finance PLC), Deposit Agreement (Dean Witter Discover & Co)

Changes Affecting Deposited Securities and Reclassifications. Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other etc 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 securi ties 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 2 contracts

Samples: Deposit Agreement (First Industrial Realty Trust Inc), Deposit Agreement (First Industrial Realty Trust 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 T 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 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 T Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series T 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 T 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 T Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series T Preferred Stock. In any such casecase the Corporation in its discretion may direct the Depositary to, or the Depositary may in its 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 T 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 T 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 T Preferred Stock represented by such Receipts would might have been converted or for which such Series T 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 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 Table of Contents 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 (BAC Capital Trust XIV)

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 1 contract

Samples: Deposit Agreement (Deposit Guaranty 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 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 may, subject to the terms of the Certificate, with the approval (not to be unreasonably withheld) of, and shall or 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 approved or directed by the Company in (A) the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Stock, (B) the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock and (C) the minimum number of Depositary Shares required for the withdrawal of Stock by holders of Depositary Shares, in each case as may be necessary (as certified by the Company) fully to reflect the effects of such change changes in par value or liquidation preferencevalue, 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 of or in respect of such Stock. In any such case, the Depositary may 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 Depositary 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 (American Stores Co /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) 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 1 contract

Samples: Deposit Agreement (Southern Union 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 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 1 contract

Samples: Deposit Agreement (Household International 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 or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be g unreasonably withheld) of, and shall upon the instructions of, the Company, 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 efforts of such change in par value or liquidation preference, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger or of 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 1 contract

Samples: Deposit Agreement (Carramerica Realty Corp)

Changes Affecting Deposited Securities and Reclassifications. RecapitalizationsRECAPITALIZATIONS, etcETC. Upon any change in par or 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 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 or stated 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 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 or 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 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 (Forest City Enterprises Inc)

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 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 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 such (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 the Stock, 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 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 of 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 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 1 contract

Samples: Deposit Agreement (Aar 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 StockPreferred Shares, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or the Bank, as the case may be, or to which it the Company or the Bank, as the case may be, 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 CompanyCompany or the Bank, as the case may be, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company or the Bank, in the fraction of an interest in one share of Stock represented by one Depositary Share in one Preferred Share 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 StockPreferred Shares, 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 Preferred Shares as new deposited securities so received in exchange for or upon conversion or in respect of such StockSeries A Preferred Shares. In Other than with respect to an Automatic Exchange, in which case outstanding Receipts shall immediately upon the occurrence of the related Exchange Event represent a one-fortieth (1/40th) interest in a Bank Preferred Share and shall no longer represent a fractional interest in a Series A Preferred Share, in any such case, case the Depositary may in its discretionmay, with the approval of the CompanyCompany or the Bank, 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 Preferred Shares 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 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 might have been converted or for which such Stock would Preferred 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 (Nb Finance 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 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 any 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 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 changes in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Preferred Stock, or of such recapitalization, reorganization, merger merger, amalgamation 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 deposited shares of Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such shares of Preferred 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 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 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 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 1 contract

Samples: Deposit Agreement (Xo Communications Inc)

Changes Affecting Deposited Securities and Reclassifications. Recapitalizations, etcEtc. Upon any change in par or stated value or liquidation preference, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger merger, statutory share exchange 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 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 Stock, or of such recapitalization, reorganization, merger merger, share exchange or consolidation and (ii) treat any securities which shall be are 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 or stated value or liquidation preference, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger merger, share exchange 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 (General Motors 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 F 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 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 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 F Preferred Stock as new deposited securities or property so received in exchange for or upon conversion or in respect of such Series F 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 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 (Webster Financial Corp)

Changes Affecting Deposited Securities and Reclassifications. Recapitalizations, etc. Etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification ----------------- of the Cumulative Preferred Stock, or upon any sale of substantially all of the Company's assets or any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it the Company is a party, in which the Depositary may in its discretion with the approval Cumulative Preferred Stock is converted or changed (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 other than a change in par value or liquidation preference, split-up, combination from par value to no par value or other reclassification of Stockfrom no par value to par value, or as a result of a subdivision or combination), in whole or in part, into other securities and/or property and/or cash, Depositary Shares shall thereupon cease to represent fractional interests in shares of Cumulative Preferred Stock (except as provided in the second succeeding sentence) and such recapitalizationother securities, reorganization, merger or consolidation and (ii) treat any securities which property and/or cash shall be received by distributed to the record holders of Depositary Shares as nearly as practicable in proportion to the number of Depositary Shares held, against surrender to the Depositary of Receipts evidencing such Depositary Shares. If in exchange for or upon conversion of or in respect the opinion of the Stock as new deposited Company such distribution of securities so received in exchange and/or property cannot be made proportionately among the record holders of Depositary Shares entitled thereto, or if for any other reason (including any requirement that the Company or upon conversion or in respect the Depositary withhold an amount on account of taxes) the Company deems such Stock. In any such casedistribution not to be feasible, the Company may require the Depositary may in its discretionto adopt such method as the Company deems equitable and practicable for the purpose of effecting such distribution, with including the approval public or private sale of the Companysecurities or property thus received, execute or any part thereof in a commercially reasonable manner, at such place or places and deliver additional Receipts or upon such terms as it may call for deem proper, and 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 net proceeds of any such change in par value sale shall, subject to Section 2.10, be distributed 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 formade available for distribution, as the case may be, by the kind Depositary to the record holders of Depositary Shares as provided in the preceding sentence. If any shares of Cumulative Preferred Stock shall be outstanding and amount held by the Depositary after any such transaction, each Receipt shall thereafter evidence the same number of Depositary Shares as it represented prior to such transaction, but each Depositary Share shall be adjusted to represent such number of shares and/or a fraction of stock and other securities and property and cash into which a share of Cumulative Preferred Stock having a liquidation preference in the same proportion to the aggregate liquidation preference of the shares of Cumulative Preferred Stock represented by outstanding immediately after such Receipts would have been converted or for which such Stock would have been exchanged or surrendered had such Receipt been surrendered transaction as the proportion of the liquidation preference of a Depositary Preferred Share immediately prior to such transaction bore to the effective date aggregate liquidation preference of all shares of Cumulative Preferred Stock outstanding immediately prior to such transaction, and upon each surrender of a Receipt thereafter the Depositary shall issue a new Receipt, with appropriate notation thereon, evidencing such adjustment in the Depositary Shares. If no shares of Cumulative Preferred Stock shall be outstanding and held by the Depositary after any such transaction, this Agreement shall be terminated in accordance with Section 5.02.

Appears in 1 contract

Samples: Deposit Agreement (Txu Electric Capital Viii)

Changes Affecting Deposited Securities and Reclassifications. RecapitalizationsRECAPITALIZATIONS, etcETC. 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 will 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 changes 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 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 (Fingerhut Companies Inc)

Changes Affecting Deposited Securities and Reclassifications. RecapitalizationsRECAPITALIZATIONS, etcETC. 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-split- up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts Re- ceipts 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 1 contract

Samples: Deposit Agreement (Dc Holdco Inc)

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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 Series W 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 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 W Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series W 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 W 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 W Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series W Preferred Stock. In any such casecase the Corporation in its discretion may direct the Depositary to, or the Depositary may in its 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 W 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 W 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 W Preferred Stock represented by such Receipts would might have been converted or for which such Series W 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 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 preferencestated value, split-up, combination or any other reclassification of the 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 any 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 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 changes in par value or liquidation preferencestated value, split-up, combination or other reclassification of the Preferred Stock, or of such recapitalization, reorganization, merger merger, amalgamation 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 deposited shares of Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such shares of Preferred 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 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 shares of Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock Preferred 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 1 contract

Samples: Deposit Agreement (SBC Communications 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 1 contract

Samples: Deposit Agreement (Merrill Lynch & Co Inc)

Changes Affecting Deposited Securities and Reclassifications. RecapitalizationsRECAPITALIZATIONS, etcETC. 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) 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 Preferred 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 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 Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock Common 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 1 contract

Samples: Deposit Agreement (Polaroid Corp)

Changes Affecting Deposited Securities and Reclassifications. RecapitalizationsRECAPITALIZATIONS, etcETC. 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 1 contract

Samples: Deposit Agreement (Scholastic Corp)

Changes Affecting Deposited Securities and Reclassifications. Recapitalizations, etcEtc. 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 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, 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 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 (Comcast Mo Group Inc)

Changes Affecting Deposited Securities and Reclassifications. Recapitalizations, etcEtc. 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 1 contract

Samples: Deposit Agreement (Regency Centers Corp)

Changes Affecting Deposited Securities and Reclassifications. Recapitalizations, etc. .. Upon any change in par value or liquidation preference, split-up, combination or any other etc 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 1 contract

Samples: Deposit Agreement (First Industrial Realty Trust Inc)

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 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) fully to reflect the effects of such change in par or stated 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 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 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 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 (St Paul Capital Trust Ii)

Changes Affecting Deposited Securities and Reclassifications. RecapitalizationsRECAPITALIZATIONS, etcETC. Upon any change in par value or liquidation preferencestated value, 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 all or substantially all of 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) ofshall, and shall upon the instructions of, of the Company, Company and (in either case) in such manner as the Depositary Company may deem equitable, (ia) make such adjustments in (i) the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Preferred Stock and (ii) 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) to fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination consolidation or other reclassification of the Preferred Stock, or of such recapitalization, reorganization, merger merger, amalgamation or such consolidation or sale and (iib) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or otherwise in respect of the Preferred 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 Stockreceived. In any such casecase the Company may, the Depositary may in its discretion, with direct the approval of the Company, Depositary to 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 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 1 contract

Samples: Deposit Agreement (Sensormatic Electronics Corp)

Changes Affecting Deposited Securities and Reclassifications. RecapitalizationsRECAPITALIZATIONS, etcETC. Upon any change in par value or liquidation preferencestated value, split-up, combination or any other reclassification of the 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 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 changes 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 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 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 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 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 1 contract

Samples: Deposit Agreement (Fidelity National Financial Inc /De/)

Changes Affecting Deposited Securities and Reclassifications. RecapitalizationsRacapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other etc 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 1 contract

Samples: Deposit Agreement (First Industrial Realty Trust Inc)

Changes Affecting Deposited Securities and Reclassifications. RecapitalizationsRECAPITALIZATIONS, etcETC. 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 have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.might have

Appears in 1 contract

Samples: Deposit Agreement (First Union 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 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 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 the 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 preferencevalue, 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 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 of 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 Furthermore, by mutual agreement of the Company and the Depositary, the Depositary may at any time make adjustments in (i) the fraction of an interest in one share of Stock underlying one Depositary Share and (ii) the ratio of the redemption price or exchange price per Depositary Share to the contrary herein notwithstanding, holders redemption price or exchange price 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 a share 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 transactionStock.

Appears in 1 contract

Samples: Deposit Agreement (Health Care Property Investors Inc)

Changes Affecting Deposited Securities and Reclassifications. RecapitalizationsRECAPITALIZATIONS, etcETC. Upon any change in par value or liquidation preferencestated value, 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 all or substantially all of 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) ofshall, and shall upon the instructions of, of the Company, Company and (in either case) in such manner as the Depositary Company may deem equitable, (ia) make such adjustments in (i) the fraction of an interest in one share of Stock represented by one Depositary Share in one share of Preferred Stock and (ii) 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) to fully to reflect the effects of such change in par value or liquidation preferencestated value, split-up, combination consolidation or other reclassification of the Preferred Stock, or of such recapitalization, reorganization, merger merger, amalgamation or such consolidation or sale and (iib) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or otherwise in respect of the Preferred 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 Stockreceived. In any such case, the Depositary Company may in its discretion, with direct the approval of the Company, Depositary to 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 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 1 contract

Samples: Deposit Agreement (Worldcom Inc /MS/)

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 Table of Contents 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 1 contract

Samples: 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 Series V 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 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 V Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series V 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 V 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 V Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series V Preferred Stock. In any such casecase the Corporation in its discretion may direct the Depositary to, or the Depositary may in its 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 V 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 V 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 V Preferred Stock represented by such Receipts would might have been converted or for which such Series V 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 U 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 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 U Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series U 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 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 casecase the Corporation in its discretion may direct the Depositary to, or the Depositary may in its 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 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 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 (PNC Financial Services Group, Inc.)

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