Common use of Deposit of Series E Preferred Stock; Execution and Delivery of Receipts in Respect Thereof Clause in Contracts

Deposit of Series E Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series E Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series E Preferred Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with an executed Officer’s Certificate attaching the Articles Supplementary and all other information required to be set forth therein, and together with a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited Series E Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms of this Deposit Agreement shall be deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates. The Series E Preferred Stock that is deposited shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any Series E Preferred Stock deposited hereunder. Upon receipt by the Depositary of a certificate or certificates for Series E Preferred Stock deposited in accordance with the provisions of this Section 2.2, together with the other documents required as above specified, and upon recordation of the Series E Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary in accordance with the first paragraph of this Section 2.2, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series E Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery.

Appears in 2 contracts

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

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Deposit of Series E Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series E Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series E Preferred Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement including an executed Officer’s Certificate attaching the Articles Supplementary and all other information required to be set forth therein, and together with (ii) a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order request of, the person or persons stated in such the Corporation’s order a Receipt or Receipts evidencing in the aggregate for the number of Depositary Shares representing such deposited Series E Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms of this Deposit Agreement shall be deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates. The Series E Preferred Stock that is deposited shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any Series E Preferred Stock deposited hereunder. Upon receipt by the Depositary of a certificate or certificates for Series E Preferred Stock deposited in accordance with the provisions of this Section 2.2Section, together with the other documents required as above specified, and upon recordation of the Series E Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or to, upon the order of written request of, the person or persons named in the written order delivered to the Depositary referred to in accordance with the first paragraph of this Section 2.2Section, a Receipt or Receipts evidencing in the aggregate for the number of Depositary Shares representing representing, in the aggregate, the Series E Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery.

Appears in 2 contracts

Samples: Deposit Agreement (Goodrich Petroleum Corp), Deposit Agreement (State Street Corp)

Deposit of Series E Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series E Preferred Stock under this Deposit Agreement by delivery to the Depositary Depositary, including via direct registration for shares of a certificate or certificates Series E Preferred Stock in uncertificated form, for such shares of Series E Preferred Stock to be depositeddeposited (or in such other manner as may be agreed to by the Corporation and the Depositary), properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsementendorsement in a form reasonably satisfactory to the Depositary, together with (i) all such certifications as may be reasonably required by the Depositary pursuant to this Deposit Agreement and (ii) an instruction letter from the Corporation authorizing the Depositary to register such shares of the Series E Preferred Stock in uncertificated form by direct registration, each in a form satisfactory to the Depositary, together with an executed Officer’s Certificate attaching the Articles Supplementary and all other information required to be set forth therein, and together with a written order instruction letter of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the person Person or persons Persons stated in such order instruction letter a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited shares of Series E Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms The shares of this Deposit Agreement shall be deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates. The Series E Preferred Stock that is are deposited pursuant to this Deposit Agreement shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any shares of Series E Preferred Stock deposited hereunder. Upon receipt by the Depositary of a certificate or certificates for shares of Series E Preferred Stock to be deposited in accordance with the provisions of this Section 2.2, together with the other documents required as above specifiedspecified above, and upon recordation of the shares of Series E Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary (or its nominee), the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the person Person or persons Persons named in the written order instruction letter delivered to the Depositary referred to in accordance with the first paragraph of this Section 2.2, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the shares of Series E Preferred Stock so deposited and registered in such name or names as may be requested by such person Person or personsPersons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person Person requesting such delivery. The Corporation hereby appoints Trust Company as transfer agent and Computershare as registrar in respect of the Series E Preferred Stock deposited with the Depositary hereunder, and Trust Company and Computershare hereby accept their respective appointments on the express terms and conditions set forth in this Deposit Agreement. With respect to the appointments of Trust Company as transfer agent and Computershare as registrar in respect of the Series E Preferred Stock, Trust Company and Computershare shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision.

Appears in 1 contract

Samples: Deposit Agreement (Regions Financial Corp)

Deposit of Series E Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series E Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series E Preferred Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and an executed Officer’s Certificate attaching the Articles Supplementary and all other information required to be set forth therein, and together with a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited Series E Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms of this Deposit Agreement shall be deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates. The Series E Preferred Stock that is deposited shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any Series E Preferred Stock deposited hereunder. Upon receipt by the Depositary of a certificate or certificates for Series E Preferred Stock deposited in accordance with the provisions of this Section 2.2Section, together with the other documents required as above specified, and upon recordation of the Series E Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in accordance with the first paragraph of this Section 2.2Section, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series E Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery.

Appears in 1 contract

Samples: Deposit Agreement (Zions Bancorporation /Ut/)

Deposit of Series E Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series E Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series E Preferred Stock, including via electronic book-entry, for such Series E Preferred Stock to be depositeddeposited (or in such other manner as may be agreed to by the Corporation and the Depositary), properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and an executed Officer’s Certificate attaching the Articles Supplementary Certificate of Amendment and all other information required to be set forth therein, and together with a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited Series E Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms of this Deposit Agreement shall be deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates. The Series E Preferred Stock that is deposited shall be held by the Depositary in an account to be established by the Depositary at the Depositary’s Office or at such other place or places in the United States as the Depositary shall determine. As registrar and transfer agent for the deposited Series E Preferred Stock, Trust Company will reflect changes in the number of shares of deposited Series E Preferred Stock held by it by notation, book-entry or other appropriate method. The Depositary shall not lend any Series E Preferred Stock deposited hereunder. Upon receipt by the Depositary of a certificate or certificates for shares of Series E Preferred Stock deposited in accordance with the provisions of this Section 2.2Section, together with the other documents required as above specified, and upon recordation of the Series E Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order written request of the person or persons named in the written order delivered to the Depositary referred to in accordance with the first paragraph of this Section 2.2Section, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series E Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery. The Corporation shall cause to be provided an opinion of counsel prior to the date hereof to set up reserve of Depositary Shares and related to the Series E Preferred Stock. The opinion shall state that: (1) the Depositary Shares and the Series E Preferred Stock have been registered under the Securities Act; and (2) when the Series E Preferred Stock is issued and delivered against payment therefor as provided in the Underwriting Agreement, will be duly and validly issued and fully paid and non-assessable. The Depositary shall not be required to transfer or exchange for another Receipt any Receipt called or being called for redemption in whole or in part except as provided in Section 2.8.

Appears in 1 contract

Samples: Deposit Agreement (Keycorp /New/)

Deposit of Series E Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series E Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series E Preferred Stock to be deposited, properly endorsed in the name of the Depositary (or its nominee) or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsementendorsement including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at the guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”) together with (i) a form reasonably satisfactory to the Depositary, (ii) all such certifications as may be reasonably required by the Depositary pursuant to this Deposit Agreement and (iii) an instruction letter from the Corporation authorizing the Depositary to register such shares of the Series E Preferred Stock in book-entry form, each in form satisfactory to the Depositary, together with an executed Officer’s Certificate attaching all such certifications as may be required by the Articles Supplementary and all other information required Depositary pursuant to be set forth thereinthis Deposit Agreement, and together with a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the person Person or persons Persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited shares of Series E Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms The shares of this Deposit Agreement shall be deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates. The Series E Preferred Stock that is are deposited pursuant to this Deposit Agreement shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any shares of Series E Preferred Stock deposited hereunder. Upon receipt by the Depositary of a certificate or certificates for shares of Series E Preferred Stock to be deposited in accordance with the provisions of this Section 2.2, together with the other documents required as above specifiedspecified above, and upon recordation of the shares of Series E Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary (or its nominee), the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the written order of the person Person or persons Persons named in the written order delivered to the Depositary referred to in accordance with the first paragraph of this Section 2.2, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the shares of Series E Preferred Stock so deposited and registered in such name or names as may be requested by such person Person or personsPersons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person Person requesting such delivery.

Appears in 1 contract

Samples: Deposit Agreement (Webster Financial Corp)

Deposit of Series E Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series E Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series E Preferred Stock to be deposited, properly endorsed in the name of the Depositary (or its nominee) or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsementendorsement including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at the guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”) in a form reasonably satisfactory to the Depositary, together with (i) all such certifications as may be reasonably required by the Depositary pursuant to this Deposit Agreement, (ii) an instruction letter from the Corporation authorizing the Depositary to register such shares of the Series E Preferred Stock in book-entry form, each in form satisfactory to the Depositary, together with an executed Officer’s Certificate attaching the Articles Supplementary and all other information required to be set forth therein, and together with (iii) a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the person Person or persons Persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited shares of Series E Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms The shares of this Deposit Agreement shall be deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates. The Series E Preferred Stock that is are deposited pursuant to this Deposit Agreement shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any shares of Series E Preferred Stock deposited hereunder. Upon receipt by the Depositary of a certificate or certificates for shares of Series E Preferred Stock to be deposited in accordance with the provisions of this Section 2.2, together with the other documents required as above specifiedspecified above, and upon recordation of the shares of Series E Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary (or its nominee), the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the written order of the person Person or persons Persons named in the written order delivered to the Depositary referred to in accordance with the first paragraph of this Section 2.2, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the shares of Series E Preferred Stock so deposited and registered in such name or names as may be requested by such person Person or personsPersons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person Person requesting such delivery.

Appears in 1 contract

Samples: Deposit Agreement (Heartland Financial Usa Inc)

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Deposit of Series E Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Corporation Company may from time to time deposit shares of the Series E Preferred Stock under this Deposit Agreement by delivery delivering to the Depositary of a certificate or certificates for Depositary, including via electronic book-entry, such shares of the Series E Preferred Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, accompanied by a duly executed instrument of transfer or endorsement, if applicable and required by the Depositary, in form reasonably satisfactory to the Depositary, together with an executed Officer’s Certificate attaching all such certifications as may be required by the Articles Supplementary Depositary in accordance with the provisions of this Deposit Agreement and all other information required to be set forth thereinforth, and together with a written order of the Corporation Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited Series E Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms of this Deposit Agreement shall be deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates. The Deposited Series E Preferred Stock that is deposited shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any Series E Preferred Stock deposited hereunder. Upon receipt by the Depositary of a certificate or certificates for Series E Preferred Stock deposited in accordance with the provisions of this Section 2.2, together with the other documents required as above specified, and upon recordation of the Series E Preferred Stock on the books of the Corporation Company (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in accordance with the first paragraph of this Section 2.2, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series E Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery.

Appears in 1 contract

Samples: Deposit Agreement (Northern Trust Corp)

Deposit of Series E Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series E Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series E Preferred Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and an executed Officer’s Certificate attaching the Articles Supplementary of Amendment and all other information required to be set forth therein, and together with a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited Series E Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms of this Deposit Agreement shall be deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates. The Series E Preferred Stock that is deposited shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any Series E Preferred Stock deposited hereunder. Upon receipt by the Depositary of a certificate or certificates for Series E Preferred Stock deposited in accordance with the provisions of this Section 2.2Section, together with the other documents required as above specified, and upon recordation of the Series E Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in accordance with the first paragraph of this Section 2.2Section, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series E Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery. The Company shall cause to be provided an opinion of counsel prior to the date hereof to set up reserve of Depositary Shares and related to the Series E Preferred Stock. The opinion shall state that: (1) the Depositary Shares and the Series E Preferred Stock have been registered under the Securities Act; and (2) when the Series E Preferred Table of Contents Stock is issued and delivered against payment therefor as provided in the Underwriting Agreement, will be duly and validly issued and fully paid and non-assessable.

Appears in 1 contract

Samples: Deposit Agreement (Bb&t Corp)

Deposit of Series E Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time (including in connection with the closing of the transactions contemplated by the Underwriting Agreement and the Stock Purchase Agreement) deposit shares of Series E Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series E Preferred Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement including an executed Officer’s Certificate attaching the Articles Supplementary and all other information required to be set forth therein, and together with (ii) a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order request of, the person or persons stated in such the Corporation’s order a Receipt or Receipts evidencing in the aggregate for the number of Depositary Shares representing such deposited Series E Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms of this Deposit Agreement shall be deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates. The Series E Preferred Stock that is deposited shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any Series E Preferred Stock deposited hereunder. Upon receipt by the Depositary of a certificate or certificates for Series E Preferred Stock deposited in accordance with the provisions of this Section 2.2Section, together with the other documents required as above specified, and upon recordation of the Series E Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or to, upon the order of written request of, the person or persons named in the written order delivered to the Depositary referred to in accordance with the first paragraph of this Section 2.2Section, a Receipt or Receipts evidencing in the aggregate for the number of Depositary Shares representing representing, in the aggregate, the number of shares of Series E Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery. Each such Receipt shall be countersigned by a duly authorized officer of the Corporation.

Appears in 1 contract

Samples: Deposit Agreement (Magnum Hunter Resources Corp)

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