Changes Affecting Underlying Securities Sample Clauses
Changes Affecting Underlying Securities. (a) In circumstances where the provisions of Sections 2.11 and 4.3 of the Standard Terms do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of any Underlying Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the issuer of any Underlying Security, if the relevant Securities Issuer survives such event, the Trustee shall, to the extent lawful and feasible, retain such Securities under the Depositary Trust Agreement, and, in such case, the (A) the amount of such Securities so retained in respect of each Receipt shall be added to the classes and quantities of Securities which must be deposited for issuance of Receipts and (B) the number of Receipts in an Issuance Denomination may be increased or decreased by the Trustee to the lowest multiple of 100 Receipts such that no fractional shares are thereby represented in such Issuance Denomination.
(b) Securities of any class which are surrendered by the Trustee in connection with any such conversion or exchange shall, effective on the date of such surrender, no longer be part of the securities which must be deposited for issuance of Receipts. In any such case, or in the case of an event to which Section 2.11 of the Standard Terms applies, the Trustee may call for the Surrender of outstanding certificates evidencing Receipts to be exchanged for new certificates specifically describing any applicable change in the classes and quantities of securities which must be deposited for issuance of Receipts.
Changes Affecting Underlying Securities. Section 4.8(a) is --------------------------------------- hereby deleted in its entirety and replaced with the following: In circumstances where the provisions of Section 2.11, 4.2 and 4.3 do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of any Underlying Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the issuer of any Underlying Security, regardless of whether the Securities Issuer survives, the Trustee shall, to the extent lawful and feasible, retain any Securities or Additional Securities under the Depository Trust Agreement, and, in such case, (i) the amount of such Securities or Additional Securities so retained in respect of each Receipt shall be added to the classes and quantities of securities which must be deposited for issuance of one Receipt and (ii) the number of Receipts in an Issuance Denomination may be increased or decreased by the Trustee to the lowest multiple of 100 Receipts such that no fractional shares are thereby represented in such Issuance Denomination.
Changes Affecting Underlying Securities. (a) In circumstances where the provisions of Sections 2.11, 4.2 and 4.3 do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of any Underlying Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the issuer of any Underlying Security, regardless of whether the Securities Issuer survives, the Trustee shall, to the extent lawful and feasible, retain any Securities or Additional Securities under the Depositary Trust Agreement, and, in such case, (i) the amount of such Securities or Additional Securities so retained in respect of each Receipt shall be added to the classes and quantities of securities which must be deposited for issuance of one Receipt and (ii) the number of Receipts in an Issuance Denomination may be increased or decreased by the Trustee to the lowest multiple of 100 Receipts such that no fractional shares are thereby represented in such Issuance Denomination.
Changes Affecting Underlying Securities. (a) Upon any change in nominal value, change in par value, split-up, consolidation, reincorporation or any other reclassification of the deposited Securities the securities received by the Trustee in exchange for or in conversion of the deposited Securities shall be "Successor Securities" if, but only if, those other securities are registered under the Securities Exchange Act of 1934, as amended, and are listed on a national securities exchange in the United States or included in the Nasdaq National Market System. Upon the effectiveness of an event described in the preceding sentence, subject to Section 4.11, each Receipt shall then represent the amount of other securities received by the Trustee in exchange for or in conversion of the Securities previously represented by one Receipt whether or not those other securities qualify to be Successor Securities.
(b) Upon the effectiveness of a merger, reorganization, recapitalization, consolidation, corporate combination or other transaction or series of transactions in which the deposited Securities are converted or exchanged into, or into a right to receive, other securities, those other securities shall be "Successor Securities" if, but only if, (i) (A) the Securities Issuer prior to the transaction or series of transactions survives the transaction or series of transactions and is the issuer of those other securities or (B) the transaction or series of transactions does not result in a "Change of Control" (as defined below) and (ii) the other securities are registered under the Securities Exchange Act of 1934, as amended, and are listed on a national securities exchange in the United States or included in the Nasdaq National Market System. Upon the effectiveness of a transaction or series of transactions described in the preceding sentence, subject to Section 4.11, each Receipt shall then represent the amount of other securities received by the Trustee in exchange for or in conversion of the Securities previously represented by one Receipt whether or not those other securities qualify to be Successor Securities. "Change of Control" means that the beneficial owners (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Securities immediately before the transaction or series of transactions do not continue to beneficially own immediately after the transaction or series of transactions a majority of other securities into which, or into a right to receive which, the Securities ha...
Changes Affecting Underlying Securities. (a) In circumstances where the provisions of Sections 2.11, 4.2 and 4.3 do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of any Underlying Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the issuer of any Underlying Security, regardless of whether the Securities Issuer
Changes Affecting Underlying Securities. (a) Upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of the deposited Securities or upon the effectiveness of a recapitalization, reorganization, reincorporation, or a holding company reorganization of the character described in Section 251(g) of the Delaware General Corporation Law or any similar transaction, whether or not shareholder approval is sought or obtained (i.e., the Securities Issuer reorganizes by merging with or into a direct or indirect wholly-owned subsidiary of a holding company that was, from its incorporation until consummation of the reorganization, a direct or indirect wholly-owned subsidiary of the constituent corporation and whose capital stock is issued in the reorganization) involving the Securities Issuer (together, a "Reorganization") in which the deposited Securities are converted or exchanged into, or into a right to receive, other securities, the securities received by the Trustee in exchange for or in conversion of the deposited Securities shall be "Successor Securities" if, but only if, those other securities are registered under the Securities Exchange Act of 1934, as amended, and are listed on a national securities exchange in the United States or included in the Nasdaq National Market System. Upon the effectiveness of an event described in the preceding sentence, subject to Section 4.11, each Receipt shall then represent the amount of other securities received by the Trustee in exchange for or in conversion of the Securities previously represented by one Receipt whether or not those other securities qualify to be Successor Securities.
(b) Upon the effectiveness of a merger, consolidation, corporate combination or other transaction or series of transactions other than a Reorganization (as defined in Section 4.8(a))in which in which the deposited Securities are converted or exchanged into, or into a right to receive, other securities, those other securities shall be "Successor Securities" if, but only if, (i) the Securities Issuer prior to the transaction or series of transactions survives the transaction or series of transactions and is the issuer of those other securities and (ii) the other securities are registered under the Securities Exchange Act of 1934, as amended, and are listed on a national securities exchange in the United States or included in the Nasdaq National Market System. Upon the effectiveness of a transaction or series of transactions described ...