Definitive Holding Trust Certificate Sample Clauses

Definitive Holding Trust Certificate. The Holding Trust Certificate will be issued in definitive form and will not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.
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Definitive Holding Trust Certificate. The Holding Trust Certificate will be issued in definitive form and will not be eligible for clearing or settlement through DTC, Euroclear or Clearstream. SECTION 3.7. Registration of Transfer and Exchange of Holding Trust Certificate. The Holding Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.10, a Holding Trust Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Holding Trust Certificate Registrar shall (i) provide for the registration of the Holding Trust Certificate and of transfers and exchanges of the Holding Trust Certificate as herein provided and (ii) record the Percentage Interest evidenced by the Holding Trust Certificate. Wilmington Trust Company shall be the initial Holding Trust Certificate Registrar. Any transfer of the Holding Trust Certificate must be effected in accordance with this Agreement, and any purported transfer of the Holding Trust Certificate other than in accordance with this Agreement shall to the fullest extent permitted by law, be ineffective and void ab initio. Subject to the foregoing and the other provisions of this Section 3.7, a transferee of the Holding Trust Certificate shall become the Holding Trust Certificateholder and shall be entitled to the rights and be subject to the obligations of the Holding Trust Certificateholder hereunder, upon such transferee’s acceptance of the Holding Trust Certificate that has been duly registered in such transferee’s name. To the fullest extent permitted by applicable law, the Holding Trust Certificate may only be transferred in whole and not in part, and may not be transferred except to (x) the Issuer or (y) the Indenture Trustee for the benefit of the Noteholders in accordance with the Indenture, unless: (i) such transfer is accompanied by a written instrument of transfer in form satisfactory to the Holding Trust Certificate Registrar duly executed by the Holding Trust Certificateholder or its attorney duly authorized in writing; and (ii) the Holding Trust Certificate shall have been surrendered to the Holding Trust Certificate Registrar for registration of transfer or the provisions of Section 3.8 regarding a mutilated, destroyed, lost or stolen Holding Trust Certificate shall have been complied with. In addition, prior to the satisfaction and discharge of the Indenture, the Holding Trust Certificate shall not be transferred except with the prior written consent of the ...
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Related to Definitive Holding Trust Certificate

  • Definitive Trust Certificates The Trust Certificates, upon original issuance, will be issued in definitive, fully registered form.

  • Voting Trust Certificates The Trustee shall issue to each of the Shareholders a Voting Trust Certificate for the number of shares represented by the certificates of Common Stock by such Shareholder transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holder. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name of _______________________, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation (the "Company"), and that such shares are held subject to all the terms and conditions of the Voting Trust Agreement, dated as of November 16, 1998, by and between Granaria Industries B.V., as Trustee, and certain shareholders of the Company. During the term of the voting trust, the Trustee, or its successors, shall, as provided in said agreement, possess and be entitled to exercise the voting power and otherwise represent all of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________

  • The Trust Certificates The Trust Certificates shall be issued in minimum denominations of $100,000 and integral multiples thereof; provided, however, that one Trust Certificate may be issued in such denomination as required to include any residual amount. The Trust Certificates shall be executed by the Owner Trustee on behalf of the Issuer by manual or facsimile signature (which signature may be a scanned electronic version) of an authorized officer of the Owner Trustee and shall have deemed to have been validly issued when so executed and authenticated (as set forth in Section 3.03 below). Trust Certificates bearing the manual or facsimile signatures (which signature may be a scanned electronic version) of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Owner Trustee, shall be validly issued and binding obligations of the Issuer and entitled to the benefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. A transferee of a Trust Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

  • Trust Certificates and Transfer of Interests Section 3.01 [Reserved].

  • Authentication of Trust Certificates On the Closing Date, the Owner Trustee shall cause the Trust Certificates to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor signed by the Depositor’s president, any vice president, secretary, treasurer or any assistant treasurer, without further company action by the Depositor. No Trust Certificate shall entitle a Certificateholder to any benefit under this Agreement or be valid for any purpose unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Certificate Registrar, as its authenticating agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.

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