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

Deposit of Series O 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 O Preferred Stock under this Deposit Agreement by delivery to the Depositary of such shares of Series O Preferred Stock, including via electronic book-entry, for such Series O Preferred Stock to be deposited (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 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 O 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 O 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 as the Depositary shall determine. As registrar and transfer agent for the deposited Series O Preferred Stock, Trust Company will reflect changes in the number of shares of deposited Series O Preferred Stock held by it by notation, book-entry or other appropriate method. The Depositary shall not lend any Series O Preferred Stock deposited hereunder. Upon receipt by the Depositary of share of Series O Preferred Stock deposited in accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of the Series O 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 the first paragraph of this Section, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series O 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. 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 O Preferred Stock. The opinion shall state that: (1) the Depositary Shares and the Series O Preferred Stock have been registered under the Securities Act; and (2) when the Series O 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.

Appears in 1 contract

Samples: Deposit Agreement (Truist Financial Corp)

AutoNDA by SimpleDocs

Deposit of Series O 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 O Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series O Preferred Stock, including via electronic book-entry, for such Series O Preferred Stock to be deposited (or in such other manner as may be agreed to by the Corporation and the Depositary)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 of Amendment Certificate 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 O 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 O 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 as the Depositary shall determine. As registrar and transfer agent for the deposited Series O Preferred Stock, Trust Company will reflect changes in the number of shares of deposited Series O Preferred Stock held by it by notation, book-entry or other appropriate method. The Depositary shall not lend any Series O Preferred Stock deposited hereunder. Upon receipt by the Depositary of share of a certificate or certificates for Series O Preferred Stock deposited in accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of the Series O 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 the first paragraph of this Section, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series O 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. 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 O Preferred Stock. The opinion shall state that: (1) Office or such other offices, if any, as the Depositary Shares may designate. Delivery at other offices shall be at the risk and expense of the Series O Preferred Stock have been registered under the Securities Act; and (2) when the Series O 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-assessableperson requesting such delivery.

Appears in 1 contract

Samples: Deposit Agreement (Us Bancorp \De\)

Deposit of Series O 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 O Preferred Stock under this Deposit Agreement by delivery delivering to the Depositary of such shares of Series O Preferred StockDepositary, including via electronic book-entry, for such shares of the Series O Preferred Stock to be deposited (or in such other manner as may be agreed to by the Corporation and the Depositary)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 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 of Amendment 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 O 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 O 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 as the Depositary shall determine. As registrar and transfer agent for the deposited Series O Preferred Stock, Trust Company will reflect changes in the number of shares of deposited Series O Preferred Stock held by it by notation, book-entry or other appropriate method. The Depositary shall not lend any Series O Preferred Stock deposited hereunder. Upon receipt by the Depositary of share of Series O Preferred Stock deposited in accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of the Series O 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 the first paragraph of this Section, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series O 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. 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 O Preferred Stock. The opinion shall state that: (1) Office or such other offices, if any, as the Depositary Shares may designate. Delivery at other offices shall be at the risk and expense of the Series O Preferred Stock have been registered under the Securities Act; and (2) when the Series O 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-assessableperson requesting such delivery.

Appears in 1 contract

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

AutoNDA by SimpleDocs

Deposit of Series O 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 O Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series O Preferred Stock, including via electronic book-entry, for such Series O Preferred Stock to be deposited (or in such other manner as may be agreed to by the Corporation and the Depositary)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 Certificate of Amendment Designations 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 O 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 O 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 as the Depositary shall determine. As registrar and transfer agent for the deposited Series O Preferred Stock, Trust Company will reflect changes in the number of shares of deposited Series O Preferred Stock held by it by notation, book-entry or other appropriate method. The Depositary shall not lend any Series O Preferred Stock deposited hereunder. Upon receipt by the Depositary of share of a certificate or certificates for Series O Preferred Stock deposited in accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of the Series O 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 the first paragraph of this Section, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series O 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. 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 O Preferred Stock. The opinion shall state that: (1) Office or such other offices, if any, as the Depositary Shares may designate. Delivery at other offices shall be at the risk and expense of the Series O Preferred Stock have been registered under the Securities Act; and (2) when the Series O 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-assessableperson requesting such delivery.

Appears in 1 contract

Samples: Deposit Agreement (PNC Financial Services Group Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.