Common use of Depositary Clause in Contracts

Depositary. (a) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase.

Appears in 4 contracts

Samples: Eighth Supplemental Indenture (Radian Group Inc), Seventh Supplemental Indenture (Radian Group Inc), Sixth Supplemental Indenture (Radian Group Inc)

AutoNDA by SimpleDocs

Depositary. (a) The Company hereby appoints DTC to act as depositary (in such capacity, together with its successors in such capacity, the “Depositary”) with respect to the Global Notes. The Trustee shall act as custodian of the Global Notes for the Depositary. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Noteits nominee, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as is the nominee registered owner of the DepositaryGlobal Notes, it shall be considered the Holder of the Notes represented thereby for all purposes hereunder and under the Global Notes, and deposited with neither any members of, or participants in, the Trustee as custodian for DTC. Depositary (c“Agent Members”) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, nor any other Persons on whose behalf Agent Members may act shall have any rights hereunder with respect to the Notes, to read as follows: “Physical Global Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for under the Global Securities of Notes. Notwithstanding the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuingforegoing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against nothing herein shall prevent the Company, without the consent, solicitation, proxy, authorization Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other action of authorization furnished by the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increasednominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an endorsement Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note. (b) The Company may remove or replace DTC or any successor as Depositary for any reason upon thirty (30) days’ notice to DTC or such successor. The Holders shall be made on have no right to a depositary for the Schedule Notes. (c) Notwithstanding any other provision of Exchanges this Indenture or the Notes, so long as DTC or its nominee is the registered owner of the Notes: (i) the provisions of the DTC Letter of Representations shall control over the provisions of this Indenture with respect to the matters covered thereby; (ii) presentation of Notes to such Global Note, by the Trustee at redemption or at maturity shall be deemed made to the Note CustodianTrustee when the right to exercise ownership rights in the Notes through DTC or Agent Members is transferred by DTC on its books; and (iii) DTC may present notices, at approvals, waivers or other communications required or permitted to be made by Holders under this Indenture on a fractionalized basis on behalf of some or all of those Persons entitled to exercise ownership rights in the direction of the Trustee, to reflect such reduction Notes through DTC or increaseAgent Members.

Appears in 3 contracts

Samples: Indenture (Healthsouth Corp), Indenture (Healthsouth Corp), Indenture (Healthsouth Corp)

Depositary. (a) The Company hereby appoints DTC to act as depositary (in such capacity, together with its successors in such capacity, the "Depositary") with respect to the Global Notes. The Trustee shall act as custodian of the Global Notes for the Depositary. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Noteits nominee, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as is the nominee registered owner of the DepositaryGlobal Notes, it shall be considered the Holder of the Notes represented thereby for all purposes hereunder and under the Global Notes, and deposited with neither any members of, or participants in, the Trustee as custodian for DTC. Depositary (c"Agent Members") Section 2.09(d) of the Original Indenture is hereby amended and restated in full, nor any other Persons on whose behalf Agent Members may act shall have any rights hereunder with respect to the Notes, to read as follows: “Physical Global Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for under the Global Securities of Notes. Notwithstanding the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuingforegoing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against nothing herein shall prevent the Company, without the consent, solicitation, proxy, authorization Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other action of authorization furnished by the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increasednominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an endorsement Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note. (b) The Company may remove or replace DTC or any successor as Depositary for any reason upon thirty (30) days' notice to DTC or such successor. The Holders shall be made on have no right to a depositary for the Schedule Notes. (c) Notwithstanding any other provision of Exchanges this Indenture or the Notes, so long as DTC or its nominee is the registered owner of the Notes: (i) the provisions of the DTC Letter of Representations shall control over the provisions of this Indenture with respect to the matters covered thereby; (ii) presentation of Notes to such Global Note, by the Trustee at redemption or at maturity shall be deemed made to the Note CustodianTrustee when the right to exercise ownership rights in the Notes through DTC or Agent Members is transferred by DTC on its books; and (iii) DTC may present notices, at approvals, waivers or other communications required or permitted to be made by Holders under this Indenture on a fractionalized basis on behalf of some or all of those Persons entitled to exercise ownership rights in the direction of the Trustee, to reflect such reduction Notes through DTC or increaseAgent Members.

Appears in 3 contracts

Samples: Indenture (Healthsouth Corp), Indenture (Healthsouth Corp), Indenture (Healthsouth Corp)

Depositary. (a) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC.Cede & Co. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase.

Appears in 3 contracts

Samples: Fourth Supplemental Indenture (Radian Group Inc), Third Supplemental Indenture (Radian Group Inc), Second Supplemental Indenture (Radian Group Inc)

Depositary. (a) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of If at any time the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified notifies the Company that it is unwilling or unable to continue as depositary for Depositary or if at any time the Global Securities of Depositary shall cease to be a clearing agency registered under the relevant series and Exchange Act, the Company shall appoint a successor depositary Depositary. If a successor Depositary is not appointed by the Company within 90 calendar days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities, will authenticate and make available for delivery, individual Securities in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Outstanding Securities in exchange for such Global Security or Securities. (b) DTC ceases to be registered as a clearing agency under the Exchange Act The Company may at any time and a successor depositary is not appointed within 90 calendar days or in its sole discretion (ii) if an Event of Default with respect subject to the procedures of the Depositary) determine that Securities issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities, will authenticate and make available for delivery, individual Securities in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Outstanding Securities in exchange for such Global Security or Securities. (c) The Depositary may surrender a Global Security in exchange in whole or in part for individual Securities on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and make available for delivery, without service charge: (1) to each Person specified by such Depositary a new individual Security or Securities of any series has occurred authorized denomination as requested by such Person in aggregate principal amount equal to and is continuing, to each in exchange for such Person’s beneficial owner who requests that its beneficial interests interest in the Global Security; and (2) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of individual Securities be exchanged for Securities in definitive formdelivered to Holders thereof. (d) Notwithstanding anything to Upon the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner exchange of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right Security for individual Securities in an aggregate principal amount equal to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shallSecurity, such Global Security shall be canceled by the Trustee. Individual Securities issued in accordance with the standing procedures exchange for a Global Security pursuant to this Section shall be registered in such names and instructions existing between in such authorized denominations as the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to for such Global NoteSecurity, by the Trustee pursuant to instructions from its direct or the Note Custodianindirect participants or otherwise, at the direction of shall instruct the Trustee, . The Trustee shall make available for delivery such individual Securities to reflect the Persons in whose names such reduction or increaseSecurities are so registered.

Appears in 2 contracts

Samples: Subordinated Indenture (Lincoln National Corp), Subordinated Indenture (Lincoln National Corp)

Depositary. (a) So long Unless otherwise specified in Annex A, LGT Bank Ltd., Xxxxxxxxxxx 00, 0000 Xxxxx, Xxxxxxxxxxxxx, acts as the Notes are eligible for bookDepositary. The role of the Depositary is governed by the UCITS Act, the UCITS Ordinance, the Delegated Regulation, the Depositary Agreement, the Unit Trust Agreement and this Prospectus. The Depositary shall act independently from the Management Company and exclusively in the best interests of the Unitholders. The Depositary’s duties shall include oversight duties, duties regarding the safe-entry settlement with keeping of the Depositary, unless otherwise required by law, all Notes UCITS’ assets and monitoring the UCITS’ cash flows. Such responsibilities and duties of the Depositary shall be represented by one or more Global Securities in accordance with Art. 33 of the UCITS Act. The Depositary shall in particular ensure that: • the sale, issue, redemption, paying out and cancellation of Units of the Sub-Funds correspond to which the provisions of Section 2.01, Section 2.09 the UCITS Act and Section 2.15 the Unit Trust Agreement; • the valuation of the Original Indenture apply (eachUnits of the Sub-Funds is performed in accordance with the provision of the UCITS Act and the Unit Trust Agreement; • in the case of transactions with assets of the Sub-Funds, a “Global Note”) registered the equivalent is remitted to the Sub-Funds within the normal deadlines; • the proceeds of the Sub-Funds are used in accordance with the provisions of the UCITS Act and the Unit Trust Agreement, and • the cash-flows of the Sub-Funds are properly monitored and, in particular, that steps are taken to ensure that all of the payments made by investors or in the name of investors when subscribing the Depositary or the nominee Units of a Sub-Fund have been received and, that all of the Depositary. The transfer and exchange financial resources of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) Sub-Funds have been recorded in accordance with the Indenture (including provisions of the restrictions on transfer set forth herein) UCITS Act and the Applicable Procedures Unit Trust Agreement. The Depositary shall maintain the UCITS’ Unit register on behalf of the Management Company. Investors should note that the effect of the segregation of assets, which is generally prescribed, might, in the event of bankruptcy, not be recognized in certain jurisdictions with regard to the assets which are subject to seizure by such jurisdiction. The Management Company and the Depositary shall cooperate to avoid safekeeping of assets in such jurisdictions. The Depositary submits to the provisions of the Liechtenstein FATCA Agreement and the related implementing provisions under the Liechtenstein FATCA Act. Further information and details about the Depositary are provided in Annex A. Pursuant to the Depositary Agreement and pursuant to and subject to the provisions of the UCITS Act, the Depositary will be liable for loss of financial instruments held in custody (i.e. those assets which are required to be held in custody pursuant to the UCITS Act) or in the custody of any sub-custodian, unless it can prove that loss has arisen as a result of an external event beyond its control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary. The Depositary shall also be liable for all other losses suffered as a result of the Depositary’s negligent or intentional failure to properly fulfil its obligations or its improper performance of them. The liability of the Depositary therefor. (b) shall not be affected by the fact that it has entrusted to a third party some or all of the assets in its safekeeping. In order to discharge its responsibilities under the UCITS Act, the Depositary must exercise due skill, care and diligence in choosing and appointing a third party as a safekeeping agent so as to ensure that the third party has and maintains the expertise, competence and standing appropriate to discharge the responsibilities concerned. The Depositary shall must maintain an appropriate level of supervision over the third party and make appropriate enquiries from time to time to confirm that the obligations of the third party continue to be a clearing agency registered under the Exchange Actcompetently discharged. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”)Depositary may delegate its safekeeping duties to sub-custodians. Information about the depositary network and the list of sub-custodians, to act as which the Depositary with respect has delegated the safekeeping of financial instruments eligible for safekeeping may be accessed via the following link: xxx.xxx.xx/xxxxxxxxxxxxxx. This delegation does not typically give rise to each Global Noteconflicts of interests. InitiallyPotential conflicts, each Global Note shall be issued if any, are addressed by appropriate procedures. Unitholders can anytime free of charge request up to date information from the Depositary, registered in Depositary about the name of Cede & Co., as the nominee duties and obligations of the Depositary, and deposited the sub-custodians, any potential conflicts of interests associated with the Trustee as custodian for DTC. (c) Section 2.09(d) activity of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increasedsub-custodians, as well as about the case may be, UCITS and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by respective Sub- Funds using the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increaseabove-specified contact data.

Appears in 2 contracts

Samples: Unit Trust Agreement, Unit Trust Agreement

Depositary. (a) So long Unless otherwise specified in Annex A, LGT Bank Ltd., Xxxxxxxxxxx 00, 0000 Xxxxx, Liechtenstein, acts as the Notes are eligible for bookDepositary. The role of the Depositary is governed by the UCITS Act, the UCITS Ordinance, the Delegated Regulation, the Depositary Agreement, the Unit Trust Agreement and this Prospectus. The Depositary shall act independently from the Management Company and exclusively in the best interests of the Unitholders. The Depositary’s duties shall include oversight duties, duties regarding the safe-entry settlement with keeping of the Depositary, unless otherwise required by law, all Notes UCITS’ assets and monitoring the UCITS’ cash flows. Such responsibilities and duties of the Depositary shall be represented by one or more Global Securities in accordance with Art. 33 of the UCITS Act. The Depositary shall in particular ensure that: • the sale, issue, redemption, paying out and cancellation of Units of the Sub-Funds correspond to which the provisions of Section 2.01, Section 2.09 the UCITS Act and Section 2.15 the Unit Trust Agreement; • the valuation of the Original Indenture apply (eachUnits of the Sub-Funds is performed in accordance with the provision of the UCITS Act and the Unit Trust Agreement; • in the case of transactions with assets of the Sub-Funds, a “Global Note”) registered the equivalent is remitted to the Sub-Funds within the normal deadlines; • the proceeds of the Sub-Funds are used in accordance with the provisions of the UCITS Act and the Unit Trust Agreement, and • the cash-flows of the Sub-Funds are properly monitored and, in particular, that steps are taken to ensure that all of the payments made by investors or in the name of investors when subscribing the Depositary or the nominee Units of a Sub-Fund have been received and, that all of the Depositary. The transfer and exchange financial resources of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) Sub-Funds have been recorded in accordance with the Indenture (including provisions of the restrictions on transfer set forth herein) UCITS Act and the Applicable Procedures Unit Trust Agreement. The Depositary shall maintain the UCITS’ Unit register on behalf of the Management Company. Investors should note that the effect of the segregation of assets, which is generally prescribed, might, in the event of bankruptcy, not be recognized in certain jurisdictions with regard to the assets which are subject to seizure by such jurisdiction. The Management Company and the Depositary shall cooperate to avoid safekeeping of assets in such jurisdictions. The Depositary submits to the provisions of the Liechtenstein FATCA Agreement and the related implementing provisions under the Liechtenstein FATCA Act. Further information and details about the Depositary are provided in Annex A. Pursuant to the Depositary Agreement and pursuant to and subject to the provisions of the UCITS Act, the Depositary will be liable for loss of financial instruments held in custody (i.e. those assets which are required to be held in custody pursuant to the UCITS Act) or in the custody of any sub-custodian, unless it can prove that loss has arisen as a result of an external event beyond its control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary. The Depositary shall also be liable for all other losses suffered as a result of the Depositary’s negligent or intentional failure to properly fulfil its obligations or its improper performance of them. The liability of the Depositary therefor. (b) shall not be affected by the fact that it has entrusted to a third party some or all of the assets in its safekeeping. In order to discharge its responsibilities under the UCITS Act, the Depositary must exercise due skill, care and diligence in choosing and appointing a third party as a safekeeping agent so as to ensure that the third party has and maintains the expertise, competence and standing appropriate to discharge the responsibilities concerned. The Depositary shall must maintain an appropriate level of supervision over the third party and make appropriate enquiries from time to time to confirm that the obligations of the third party continue to be a clearing agency registered under the Exchange Actcompetently discharged. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”)Depositary may delegate its safekeeping duties to sub-custodians. Information about the depositary network and the list of sub-custodians, to act as which the Depositary with respect has delegated the safekeeping of financial instruments eligible for safekeeping may be accessed via the following link: xxx.xxx.xx/xxxxxxxxxxxxxx. This delegation does not typically give rise to each Global Noteconflicts of interests. InitiallyPotential conflicts, each Global Note shall be issued if any, are addressed by appropriate procedures. Unitholders can anytime free of charge request up to date information from the Depositary, registered in Depositary about the name of Cede & Co., as the nominee duties and obligations of the Depositary, and deposited the sub-custodians, any potential conflicts of interests associated with the Trustee as custodian for DTC. (c) Section 2.09(d) activity of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increasedsub-custodians, as well as about the case may be, UCITS and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by respective Sub- Funds using the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increaseabove-specified contact data.

Appears in 2 contracts

Samples: Unit Trust Agreement, Unit Trust Agreement

Depositary. (a) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by lawlaw and subject to Section 2.04(c), all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), DTC to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC.Cede & Co. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect Notwithstanding anything to the Notescontrary in the Base Indenture, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities Notes only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series Notes and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series Notes has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities Global Notes be exchanged for Securities Physical Notes. Solely for purposes of the Notes, this Section 2.04(c) shall supersede and replace in definitive formits entirety Section 3.5(h) of the Base Indenture. (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 Sections 1.1 and Section 2.15 3.8 of the Original Base Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 3.5 of the Original Base Indenture. (e) At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable ProceduresProcedures and the provisions of the Indenture. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase. None of the Company, the Trustee and any agent of the Company or the Trustee shall have any responsibility or liability for the payment of amounts to owners of beneficial interests in a Global Note (assuming, in the case of the Company, payment of such amounts is made to the Holder of such Global Note), for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Appears in 2 contracts

Samples: Second Supplemental Indenture (GT Advanced Technologies Inc.), First Supplemental Indenture (GT Advanced Technologies Inc.)

Depositary. (a) So long as the Notes are eligible for book-entry settlement A Global Note deposited with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary or with the nominee Custodian may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the Depositary. The transfer and exchange principal amount of beneficial interests in a such Global Note that does not involve the issuance of a Physical Note, shall be effected through in exchange for such Global Note, only if such transfer complies with Section 2.05 below and (i) the Depositary (but not the Trustee or the Note CustodianA) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary Depositary for such Global Note, (B) defaults in the Global Securities performance of the relevant series and a successor depositary is not appointed within 90 calendar days its duties as Depositary, or (bC) DTC ceases has ceased to be registered as a clearing agency registered under the Exchange Act and at a time when the Depositary is required to be so registered to act as depositary, in each case, unless the Company has approved a successor depositary is not appointed Depositary within 90 calendar days after receipt of such notice or after it has become aware of such default or cessation or (ii) if an Event of Default with respect the Company in its sole discretion determines, subject to the Securities procedures of any series has occurred and the Depositary, that such Global Note will be so exchangeable or transferable. (b) Any Global Note that is continuingtransferable to the beneficial owners thereof pursuant to this Section 2.04 shall be surrendered by the Depositary to the Trustee, to each beneficial owner who requests that its beneficial interests be so transferred, in the Securities be exchanged for Securities whole or from time to time in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (includingpart, without limitationcharge, Section 1.01and the Trustee shall authenticate and deliver, Section 2.01upon such transfer of each portion of such Global Note, Section 2.09 and Section 2.15 an equal aggregate principal amount of the Original Indenture) or the Notes, following the occurrence and during the continuance Definitive Notes of an Event of Default, any beneficial owner authorized denominations. Any portion of a Global Note may directly enforce against the Companytransferred pursuant to this Section 2.04 shall be executed, without the consent, solicitation, proxy, authorization or any other action authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indentureshall direct. (ec) At such time as all beneficial interests in a Global Note have either been canceledexchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or transferredcanceled, such Global Note shall be, upon receipt thereof, be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee in accordance with Applicable ProceduresTrustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Physical Definitive Notes, canceledtransferred in exchange for an interest in another Global Note, redeemed, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Notecanceled, the principal amount of Notes represented by such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, shall be appropriately reduced or increased, as the case may be, and an endorsement adjustment shall be made on the Schedule books and records of Exchanges of Notes the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase.

Appears in 2 contracts

Samples: Supplemental Indenture (Broadcom Inc.), Supplemental Indenture (Broadcom Inc.)

Depositary. (a) So long as the Notes are eligible The Depositary will not deliver Deposited Securities except upon surrender of ADSs in accordance with this paragraph 2. A Receipt surrendered for book-entry settlement with such purposes shall, if so required by the Depositary, unless otherwise required be properly endorsed in blank or accompanied by lawproper instruments of transfer in blank, all Notes and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be represented by one delivered to or more Global Securities upon the written order of a person or persons designated in such order. Thereupon, the Depositary shall direct the Custodian to which Deliver (without unreasonable delay) at the designated office of the Custodian (subject to the terms and conditions of the Deposit Agreement, to the Company’s Memorandum and Articles of Association, and to the provisions of Section 2.01or governing the Deposited Securities and applicable laws, Section 2.09 and Section 2.15 now or hereafter in effect), to or upon the written order of the Original Indenture apply (each, a “Global Note”) registered person or persons designated in the name order delivered to the Depositary as provided above, the Deposited Securities represented by such ADSs, together with any certificate or other proper documents of or relating to title for the Deposited Securities or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such person. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary of any dividends or distributions with respect to the nominee Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary. The transfer and exchange Depositary may, in its discretion, refuse to accept for surrender a number of beneficial interests in American Depositary Shares representing a Global Note that does not involve number of Shares other than a whole number of Shares. In the issuance case of surrender of a Physical NoteReceipt evidencing a number of ADSs representing other than a whole number of Shares, shall be effected through the Depositary (but not shall cause ownership of the Trustee or the Note Custodian) appropriate whole number of Shares to be delivered in accordance with the Indenture (including terms hereof, and shall, at the restrictions on transfer set forth herein) and the Applicable Procedures discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary therefor. Shares representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Shares represented by the Receipt so surrendered and remit the proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) The taxes withheld) to the person surrendering the Receipt. At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, the Depositary shall be a clearing agency registered under direct the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation Custodian to forward (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositaryextent permitted by law) any cash or other property (other than securities) held in respect of, registered in and any certificate or certificates and other proper documents of or relating to title to, the name of Cede & Co., as Deposited Securities represented by such Receipt to the nominee Depositary for delivery at the Principal Office of the Depositary, and deposited with the Trustee as custodian for DTC. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect further delivery to the Notes, to read as follows: “Physical Notes such Holder. Such direction shall be issued and delivered given by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by the Trustee or the Note Custodianletter or, at the direction request, risk and expense of the Trusteesuch Holder, to reflect such reduction by cable, telex or increasefacsimile transmission.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Depositary. (a) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by lawlaw and subject to Section 305 of the Base Indenture, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 202 of the Original Base Indenture apply (each, a “Global Note”) ), registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Certificated Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary thereforProcedures. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company Issuer initially appoints The Depository Trust Company, a New York corporation (“DTC”), DTC to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC.Cede & Co. (c) The last paragraph in Section 2.09(d) 305 of the Original Base Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued amended by (x) replacing the reference to “90 days” in sub-clause (2)(A) thereof with a reference to “60 days” and delivered by the Company (iy) to each Person that DTC identifies as a beneficial owner of the related Securities only if deleting sub-clause (a2)(C) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive formlast paragraph thereof. (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the CompanyIssuer, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Certificated Note in accordance with Section 1.05 305 of the Original Base Indenture. (e) At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with the Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Certificated Notes, converted, canceled, repurchased or transferred to a transferee who receives Physical Certificated Notes therefor or any Physical Certificated Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increaseincrease shall be duly reflected on the books and records of the Trustee and the Depositary.

Appears in 1 contract

Samples: First Supplemental Indenture (Walter Investment Management Corp)

Depositary. The depositary for the ADSs is The Bank of New York Mellon. The Bank of New York Mellon’s depositary office and its principal executive office are located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Bank of New York Mellon, as depositary, registers and delivers the ADSs. Each ADS represents one ordinary share (or a right to receive one ordinary share) deposited with The Bank of New York Mellon, London Branch, or any successor, as custodian for the depositary. Each ADS also represents any other securities, cash or other property which may be held by the depositary in respect of the depositary facility. The depositary’s corporate trust office at which the ADSs are administered and its principal executive office is located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. You may hold ADSs either (1) directly (a) So long by having an American Depositary Receipt, also referred to as the Notes are eligible for book-entry settlement with the Depositaryan ADR, unless otherwise required by lawwhich is a certificate evidencing a specific number of ADSs, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary your name, or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be by having ADSs registered in your name in the Direct Registration System, or (2) indirectly by holding a clearing agency security entitlement in ADSs through your broker or other financial institution. If you hold ADSs directly, you are a registered under ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the Exchange ActADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are. The Company initially appoints Direct Registration System, or DRS, is a system administered by The Depository Trust Company, also referred to as DTC, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership is confirmed by periodic statements sent by the depositary to the registered holders of uncertificated ADSs. ADS holders are not treated as shareholders and do not have shareholder rights. Danish law governs shareholder rights. The depositary is the holder of the ordinary shares underlying the ADSs. As a holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, and all other persons directly and indirectly holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. A copy of the deposit agreement is incorporated by reference as an exhibit to the company’s Annual Report on form 20-F. New York corporation (law governs the deposit agreement and the ADSs. The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADS. For directions on how to obtain copies of those documents, see the section titled DTC”)Item 19—Exhibits” in our Annual Report on Form 20-F. The depositary has agreed to pay you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, to act as Depositary with respect to each Global Noteafter deducting its fees and expenses. InitiallyAs an ADS holder, each Global Note shall be issued you will receive these distributions in proportion to the Depositary, registered in the name number of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTCordinary shares your ADSs represent. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase.

Appears in 1 contract

Samples: Shareholder Agreements (Ascendis Pharma a/S)

Depositary. (a) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall will be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), Company to act as Depositary with respect to each Global Note. Initially, each Global Note shall will be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC.Cede & Co. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified Depositary notifies the Company at any time that it the Depositary is unwilling or unable to continue as depositary for the Global Securities of the relevant series Notes and a successor depositary is not appointed within 90 calendar days or days, (bii) DTC the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or days, (iiiii) if an Event of Default with respect to the Securities of any series Notes has occurred and is continuingcontinuing and a beneficial owner of any Note requests that its beneficial interest therein be issued as a Certificated Note or (iv) the Company and a beneficial owner of any Note so agree, the Company will execute, and the Trustee, upon receipt of an Officer’s Certificate and a Company Order for the authentication and delivery of Notes, will authenticate and deliver (x) in the case of clause (iii) or (iv), a Certificated Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Certificated Notes to each beneficial owner who requests that its beneficial interests of the related Global Notes (or a portion thereof) in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything an aggregate principal amount equal to the contrary aggregate principal amount of such Global Notes in the Indenture (includingexchange for such Global Notes, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 upon delivery of the Original Indenture) or Global Notes to the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in Trustee such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) Notes will be canceled. At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall will be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Proceduresits customary procedures. At any time prior to such cancellation, if any interest in Any adjustment of the aggregate principal amount of a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, reflect the principal amount of such Global Note shall, any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the standing procedures Holder thereof and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule records of Exchanges of Notes to such Global Note, by the Trustee or and the Note Custodian, at the direction Depositary. Payment of the Trusteeprincipal, accrued and unpaid interest (including any Additional Interest), if any, and the Fundamental Change Repurchase Price, if any, and the Redemption Price, if any, on the Global Note shall be made to reflect the Holder of such reduction Note on the date of payment, unless a record date or increaseother means of determining Holders eligible to receive payment is provided for herein.

Appears in 1 contract

Samples: Indenture (Castle a M & Co)

Depositary. (a) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes Securities shall be represented by one or more Global Securities transferred to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered all beneficial owners in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of for their beneficial interests in a Global Note that does not involve the issuance of a Physical NoteSecurity if, shall be effected through and only if, either (1) the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified notifies the Company that it is unwilling or unable to continue as depositary Depositary for the Global Securities of the relevant series Security and a successor depositary Depositary is not appointed by the Company within 90 calendar days or of such notice, (b2) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default has occurred with respect to such series and is continuing and the Registrar has received a request from the Depositary to issue Securities in lieu of all or a portion of the Global Security (in which case the Company shall deliver Securities within 30 days of such request) or (3) the Company in its sole discretion determines not to have the Securities represented by a Global Security. In connection with any transfer of any a portion of the beneficial interests in a Global Security to beneficial owners pursuant to this Section 2.17, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interests in the Global Security to be transferred, and the Company shall execute, each Subsidiary Guarantor with respect to such series has occurred shall execute the Notation of Guarantee relating to such Global Security, if any, and is continuingthe Trustee upon receipt of a Company Order for the authentication and delivery of Securities shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all of the beneficial interests in a Global Security to beneficial owners pursuant to this Section 2.17, the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, each Subsidiary Guarantor with respect to such series shall execute the Notation of Guarantee relating to such Global Security, if any, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver, to each beneficial owner who requests that identified by the Depositary in exchange for its beneficial interests in the Global Security, an equal aggregate principal amount of Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance authorized denominations. None of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without any Subsidiary Guarantor or the consentTrustee will have any responsibility or liability for any aspect of the records relating to, solicitationor payments made on account of, proxySecurities by the Depositary, authorization or for maintaining, supervising or reviewing any other action records of the Depositary relating to such Securities. None of the Company, any Subsidiary Guarantor or the Trustee shall be liable for any other Persondelay by the Holder of the Global Security or the Depositary in identifying the beneficial owners, and each such beneficial owner’s right Person may conclusively rely on, and shall be protected in relying on, instructions from such Holder of the Global Security or the Depositary for all purposes (including with respect to exchange its beneficial interest in the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of the third paragraph of Section 2.04 shall apply to any Global Security if such Global Note for Security was never issued and sold by the Company and the Company or a Physical Note in accordance Subsidiary Guarantor delivers to the Trustee the Global Security together with written instructions (which need not comply with Section 1.05 11.05 and need not be accompanied by an Opinion of Counsel) with regard to the Original Indenture. (e) At such time as all interests cancellation or reduction in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shallSecurities represented thereby, in accordance together with the standing procedures written statement contemplated by the last sentence of the third paragraph of Section 2.04. Notwithstanding the provisions of Sections 2.03 and instructions existing between the Depositary 2.14, unless otherwise specified as contemplated by Section 2.01, payment of principal of, premium (if any) and the Note Custodian, be appropriately reduced or increased, as the case may be, interest on and an endorsement any Additional Amounts with respect to any Global Security shall be made to the Depositary. The Company in issuing Securities of any series may use CUSIP numbers (if then generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders of Securities of such series; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Schedule Securities of Exchanges such series or as contained in any notice of Notes to a redemption and that reliance may be placed only on the other identification numbers printed on the Securities of such Global Noteseries, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the CUSIP numbers. Notwithstanding anything herein to the contrary, delivery or surrender of a Security shall not be required in the Note Custodian, at case of Global Securities in order to obtain the direction rights or benefits provided hereunder upon the delivery or surrender of the Trustee, to reflect such reduction or increasea Security.

Appears in 1 contract

Samples: Indenture (LGI Homes, Inc.)

Depositary. (a) So long Unless otherwise specified in Annex A, LGT Bank Ltd., Xxxxxxxxxxx 00, 0000 Xxxxx, Xxxxxxxxxxxxx, acts as the Notes are eligible for bookDepositary. The role of the Depositary is governed by the UCITS Act, the UCITS Ordinance, the Delegated Regulation, the Depositary Agreement, the Unit Trust Agreement and this Prospectus. The Depositary shall act independently from the Management Company and exclusively in the best interests of the Unitholders. The Depositary’s duties shall include oversight duties, duties regarding the safe-entry settlement with keeping of the Depositary, unless otherwise required by law, all Notes UCITS’ assets and monitoring the UCITS’ cash flows. Such responsibilities and duties of the Depositary shall be represented by one or more Global Securities in accordance with Art. 33 of the UCITS Act. The Depositary shall in particular ensure that:  the sale, issue, redemption, paying out and cancellation of Units of the Sub-Funds correspond to which the provisions of Section 2.01, Section 2.09 the UCITS Act and Section 2.15 the Unit Trust Agreement;  the valuation of the Original Indenture apply (eachUnits of the Sub-Funds is performed in accordance with the provision of the UCITS Act and the Unit Trust Agreement;  in the case of transactions with assets of the Sub-Funds, a “Global Note”) registered the equivalent is remitted to the Sub-Funds within the normal deadlines;  the proceeds of the Sub-Funds are used in accordance with the provisions of the UCITS Act and the Unit Trust Agreement, and  the cash-flows of the Sub-Funds are properly monitored and, in particular, that steps are taken to ensure that all of the payments made by investors or in the name of investors when subscribing the Depositary or the nominee Units of a Sub-Fund have been received and, that all of the Depositary. The transfer and exchange financial resources of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) Sub-Funds have been recorded in accordance with the Indenture (including provisions of the restrictions on transfer set forth herein) UCITS Act and the Applicable Procedures Unit Trust Agreement. The Depositary shall maintain the UCITS’ Unit register on behalf of the Management Company. Investors should note that the effect of the segregation of assets, which is generally prescribed, might, in the event of bankruptcy, not be recognized in certain jurisdictions with regard to the assets which are subject to seizure by such jurisdiction. The Management Company and the Depositary shall cooperate to avoid safekeeping of assets in such jurisdictions. The Depositary submits to the provisions of the Liechtenstein FATCA Agreement and the related implementing provisions under the Liechtenstein FATCA Act. Further information and details about the Depositary are provided in Annex A. Pursuant to the Depositary Agreement and pursuant to and subject to the provisions of the UCITS Act, the Depositary will be liable for loss of financial instruments held in custody (i.e. those assets which are required to be held in custody pursuant to the UCITS Act) or in the custody of any sub-custodian, unless it can prove that loss has arisen as a result of an external event beyond its control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary. The Depositary shall also be liable for all other losses suffered as a result of the Depositary’s negligent or intentional failure to properly fulfil its obligations or its improper performance of them. The liability of the Depositary therefor. (b) shall not be affected by the fact that it has entrusted to a third party some or all of the assets in its safekeeping. In order to discharge its responsibilities under the UCITS Act, the Depositary must exercise due skill, care and diligence in choosing and appointing a third party as a safekeeping agent so as to ensure that the third party has and maintains the expertise, competence and standing appropriate to discharge the responsibilities concerned. The Depositary shall must maintain an appropriate level of supervision over the third party and make appropriate enquiries from time to time to confirm that the obligations of the third party continue to be a clearing agency registered under the Exchange Actcompetently discharged. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), Depositary may delegate its safekeeping duties to act as Depositary sub-custodians. A list of the sub-custodians entrusted with respect to each Global Note. Initially, each Global Note shall the safekeeping of the assets held on the account of the Sub- Funds can be issued to the Depositary, registered found in the name Annex D. This delegation does not typically give rise to conflicts of Cede & Co.interests. Potential conflicts, as if any, are addressed by appropriate procedures. Unitholders can anytime free of charge request up to date information from the nominee Depositary about the duties and obligations of the Depositary, and deposited the sub-custodians, any potential conflicts of interests associated with the Trustee as custodian for DTC. (c) Section 2.09(d) activity of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increasedsub-custodians, as well as about the case may be, UCITS and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by respective Sub-Funds using the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increaseabove-specified contact data.

Appears in 1 contract

Samples: Unit Trust Agreement

Depositary. (a) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under for the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall initially be issued to DTC. The Global Note (which shall initially have a balance of zero Notes) shall be deposited on or about the DepositaryIssue Date with, or on behalf of, DTC and registered in the name of Cede & Co., as the nominee of DTC. None of the Company, the Trustee, the Security Registrar or the Paying Agent shall have any responsibility or obligation to any beneficial owner in a Global Note, an agent member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any agent member, with respect to any ownership interest in the Notes or with respect to the delivery to any agent member, beneficial owner or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and the Indenture shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in Global Note shall be exercised only through the Depositary pursuant to the Applicable Procedures. The Company, the Trustee, the Security Registrar and the Paying Agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and deposited with any nominee thereof, that is the Trustee as custodian registered Holder of any Global Note for DTC. (c) Section 2.09(d) all purposes of the Original Indenture is hereby amended relating to such Global Note (including the payment or delivery of amounts due hereunder and restated the giving of instructions or directions by or to any beneficial owner) as the sole Holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Company, the Trustee, the Paying Agent and the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in fullrespect of the beneficial owners of any such Global Note, for any transactions between the Depositary and any agent member or between or among the Depositary, any such agent member and/or any Holder or beneficial owner of such Global Note, or for any transfers of beneficial interests in any such Global Note. Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the NotesCompany, to read as follows: “Physical Notes shall be issued and delivered by the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any depositary (i) to each Person that DTC identifies or its nominee), as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default Holder, with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At or shall impair, as between such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part Depositary and beneficial owners of such Global Note, the principal amount operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such Global Note shallNote. None of the Company, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, the Paying Agent or the Security Registrar shall have any obligation or duty to reflect monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among participants of DTC, members or beneficial owners in any Global Note) other than to require delivery of such reduction certificates and other documentation or increaseevidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: First Supplemental Indenture (Post Holdings, Inc.)

Depositary. (a) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall will be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), Company to act as Depositary with respect to each Global Note. Initially, each Global Note shall will be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company Cede & Co. If (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified Depositary notifies the Company at any time that it the Depositary is unwilling or unable to continue as depositary for the Global Securities of the relevant series Notes and a successor depositary is not appointed within 90 calendar days or days, (bii) DTC the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or days, (iiiii) if an Event of Default with respect to the Securities of any series Notes has occurred and is continuingcontinuing and a beneficial owner of any Note requests that its beneficial interest therein be issued as a Certificated Note or (iv) the Company and a beneficial owner of any Note so agree, the Company will execute, and the Trustee, upon receipt of an Officer’s Certificate and a Company Order for the authentication and delivery of Notes, will authenticate and deliver (x) in the case of clause (iii) or (iv), a Certificated Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Certificated Notes to each beneficial owner who requests that its beneficial interests of the related Global Notes (or a portion thereof) in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything an aggregate principal amount equal to the contrary aggregate principal amount of such Global Notes in the Indenture (includingexchange for such Global Notes, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 upon delivery of the Original Indenture) or Global Notes to the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in Trustee such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) Notes will be canceled. At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall will be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Proceduresits customary procedures. At any time prior to such cancellation, if any interest in Any adjustment of the aggregate principal amount of a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, reflect the principal amount of such Global Note shall, any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the standing procedures Holder thereof and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule records of Exchanges of Notes to such Global Note, by the Trustee or and the Note Custodian, at the direction Depositary. Payment of the Trusteeprincipal, accrued and unpaid interest, if any, and the Fundamental Change Repurchase Price, if any, and the Redemption Price, if any, on the Global Note shall be made to reflect the Holder of such reduction Note on the date of payment, unless a record date or increaseother means of determining Holders eligible to receive payment is provided for herein.

Appears in 1 contract

Samples: Indenture (Castle a M & Co)

Depositary. (a) So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, all Notes shall that are so eligible may be represented by one or more Notes in global form ("Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”Notes") registered in the name of the Depositary or the nominee of the Depositary, except as otherwise specified below. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, any such Notes in global form shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures procedures of the Depositary therefor. (b) . The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), DTC to act as Depositary with respect to each Global Notethe Notes in global form. Initially, each the Global Note Notes shall be issued to the DepositaryDTC, registered in the name of Cede & Co., as the nominee of the DepositaryDTC, and deposited with the Trustee as custodian for DTC. (c) Section 2.09(d) of Cede & Co. If at any time the Original Indenture is hereby amended and restated in full, with respect to Depositary for the Notes, to read as follows: “Physical Global Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified notifies the Company that it is unwilling or unable to continue as depositary Depositary for such Notes, the Company may appoint a successor Depositary with respect to such Notes. If a successor Depositary for the Notes is not appointed by the Company within 90 days after the Company receives such notice, the Company will execute, and the Trustee, upon receipt of an Officers' Certificate for authentication and delivery of Notes, will authenticate and deliver Notes in definitive form, in an aggregate principal amount equal to the principal amount of the Global Notes, in exchange for the Global Securities of the relevant series and Notes. Definitive Notes issued in exchange for all or a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner part of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right pursuant to exchange its beneficial interest this Section 1.5 shall be registered in such Global Note for a Physical Note names and in accordance with Section 1.05 of such authorized denominations as the Original Indenture. (e) Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such definitive Notes to the person in whose names such definitive Notes are so registered. At such time as all interests in a Global Note have been canceledredeemed, exchanged, repurchased or transferredcanceled, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Proceduresstanding procedures and instructions of the Depositary. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical definitive Notes, redeemed, exchanged, repurchased by the Company or canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such a Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between of the Depositary and the Note CustodianDepositary, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global NoteNote by, by the Trustee or the Note Custodian, at the direction of of, the Trustee, Trustee to reflect such reduction or increase.

Appears in 1 contract

Samples: Supplemental Indenture (Tosco Corp)

AutoNDA by SimpleDocs

Depositary. (a) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 2.03 of the Original Base Indenture apply (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), DTC to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC.Cede & Co. (c) Section 2.09(d) The fourth sentence of the Original fifth paragraph of Section 3.05 of the Base Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes Definitive Securities shall be issued and delivered by the Company (i) to each Person person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section Sections 1.01, Section 2.01, Section 2.09 2.03 and Section 2.15 3.08 of the Original Base Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 3.05 of the Original Base Indenture. (e) At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase.

Appears in 1 contract

Samples: First Supplemental Indenture (Wabash National Corp /De)

Depositary. (a) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC.Cede & Co. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase.

Appears in 1 contract

Samples: First Supplemental Indenture (Radian Group Inc)

Depositary. (a) CE Generation hereby appoints DTC to act as depositary (in such capacity, together with its successors in such capacity, the "Depositary") with respect to the Global Securities. The Trustee shall act as custodian of the Global Securities for the Depositary. So long as the Notes are eligible for book-entry settlement with Depositary or its nominee is the Depositaryregistered owner of the Global Securities, unless otherwise required by law, all Notes it shall be represented by one or more Global Securities to which considered the provisions of Section 2.01, Section 2.09 and Section 2.15 Holder of the Original Indenture apply (eachSecurities represented thereby for all purposes hereunder and under the Global Securities, a “Global Note”) registered in the name of the Depositary and neither any members of, or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Noteparticipants in, shall be effected through the Depositary (but not the Trustee or the Note Custodian"Agent Members") in accordance with the Indenture (including the restrictions nor any other Persons on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary whose behalf Agent Members may act shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, have any rights hereunder with respect to the NotesGlobal Securities or under the Global Securities. Notwithstanding the foregoing, to read as follows: “Physical Notes nothing herein shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner prevent CE Generation, the Trustee or any agent of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) CE Generation or the NotesTrustee from giving effect to any written certification, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, proxy or other authorization or any other action of furnished by the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increasednominee, as the case may be, or (ii) impair, as between the Depositary, its Agent Members and any other Person on whose behalf an endorsement Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Security. (b) CE Generation may remove or replace DTC or any successor as Depositary for any reason upon thirty (30) days' notice to DTC or such successor (with a copy thereof to the Trustee). The Holders shall have no right to a depositary for the Securities. (c) Notwithstanding any other provision of this Indenture or the Securities, so long as DTC or its nominee is the registered owner of the Securities: (i) the provisions of the DTC Letter of Representations shall control over the provisions of this Indenture with respect to the matters covered thereby; (ii) presentation of Securities to the Trustee at redemption or at maturity shall be deemed made on the Schedule of Exchanges of Notes to such Global Note, by the Trustee when the right to exercise ownership rights in the Securities through DTC or Agent Members is trans ferred by DTC on its books; and (iii) DTC may present notices, approvals, waivers or other communications required or permitted to be made by Holders under this Indenture on a fractionalized basis on behalf of some or all of those Persons entitled to exercise ownership rights in the Note Custodian, at the direction of the Trustee, to reflect such reduction Securities through DTC or increaseAgent Members.

Appears in 1 contract

Samples: Indenture (Ce Generation LLC)

Depositary. (a) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall will be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), Company to act as Depositary with respect to each Global Note. Initially, each Global Note shall will be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company Cede & Co. If (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified Depositary notifies the Company at any time that it the Depositary is unwilling or unable to continue as depositary for the Global Securities of the relevant series Notes and a successor depositary is not appointed within 90 calendar days or days, (bii) DTC the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or days, (iiiii) if an Event of Default with respect to the Securities of any series Notes has occurred and is continuingcontinuing and a beneficial owner of any Note requests that its beneficial interest therein be issued as a Certificated Note or (iv) the Company and a beneficial owner of any Note so agree, the Company will execute, and the Trustee, upon receipt of an Officer’s Certificate and a Company Order for the authentication and delivery of Notes, will authenticate and deliver (x) in the case of clause (iii) or (iv), a Certificated Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Certificated Notes to each beneficial owner who requests that its beneficial interests of the related Global Notes (or a portion thereof) in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything an aggregate principal amount equal to the contrary aggregate principal amount of such Global Notes in the Indenture (includingexchange for such Global Notes, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 upon delivery of the Original Indenture) or Global Notes to the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in Trustee such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) Notes will be canceled. At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall will be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Proceduresits customary procedures. At any time prior to such cancellation, if any interest in Any adjustment of the aggregate principal amount of a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, reflect the principal amount of such Global Note shall, any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the standing procedures Holder thereof and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule records of Exchanges of Notes to such Global Note, by the Trustee or and the Note Custodian, at the direction Depositary. Payment of the Trusteeprincipal, accrued and unpaid interest (including any Additional Interest), if any, the Interest Make-Whole Premium, if any, the Fundamental Change Repurchase Price, if any, and the Redemption Price, if any, on the Global Note shall be made to reflect the Holder of such reduction Note on the date of payment, unless a record date or increaseother means of determining Holders eligible to receive payment is provided for herein.

Appears in 1 contract

Samples: Indenture (Mindspeed Technologies, Inc)

Depositary. (a) So long Unless otherwise specified in Annex A, LGT Bank Ltd., Xxxxxxxxxxx 00, 0000 Xxxxx, Xxxxxxxxxxxxx, acts as the Notes are eligible for bookDepositary. The role of the Depositary is governed by the UCITS Act, the UCITS Ordinance, the Delegated Regulation, the Depositary Agreement, the Unit Trust Agreement and this Prospectus. The Depositary shall act independently from the Management Company and exclusively in the best interests of the Unitholders. The Depositary’s duties shall include oversight duties, duties regarding the safe-entry settlement with keeping of the Depositary, unless otherwise required by law, all Notes UCITS’ assets and monitoring the UCITS’ cash flows. Such responsibilities and duties of the Depositary shall be represented by one or more Global Securities in accordance with Art. 33 of the UCITS Act. The Depositary shall in particular ensure that: • the sale, issue, redemption, paying out and cancellation of Units of the Sub-Funds correspond to which the provisions of Section 2.01, Section 2.09 the UCITS Act and Section 2.15 the Unit Trust Agreement; • the valuation of the Original Indenture apply (eachUnits of the Sub-Funds is performed in accordance with the provision of the UCITS Act and the Unit Trust Agreement; • in the case of transactions with assets of the Sub-Funds, a “Global Note”) registered the equivalent is remitted to the Sub-Funds within the normal deadlines; • the proceeds of the Sub-Funds are used in accordance with the provisions of the UCITS Act and the Unit Trust Agreement, and • the cash-flows of the Sub-Funds are properly monitored and, in particular, that steps are taken to ensure that all of the payments made by investors or in the name of investors when subscribing the Depositary or the nominee Units of a Sub-Fund have been received and, that all of the Depositary. The transfer and exchange financial resources of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) Sub-Funds have been recorded in accordance with the Indenture (including provisions of the restrictions on transfer set forth herein) UCITS Act and the Applicable Procedures Unit Trust Agreement. The Depositary shall maintain the UCITS’ Unit register on behalf of the Management Company. Investors should note that the effect of the segregation of assets, which is generally prescribed, might, in the event of bankruptcy, not be recognized in certain jurisdictions with regard to the assets which are subject to seizure by such jurisdiction. The Management Company and the Depositary shall cooperate to avoid safekeeping of assets in such jurisdictions. The Depositary submits to the provisions of the Liechtenstein FATCA Agreement and the related implementing provisions under the Liechtenstein FATCA Act. Further information and details about the Depositary are provided in Annex A. Pursuant to the Depositary Agreement and pursuant to and subject to the provisions of the UCITS Act, the Depositary will be liable for loss of financial instruments held in custody (i.e. those assets which are required to be held in custody pursuant to the UCITS Act) or in the custody of any sub-custodian, unless it can prove that loss has arisen as a result of an external event beyond its control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary. The Depositary shall also be liable for all other losses suffered as a result of the Depositary’s negligent or intentional failure to properly fulfil its obligations or its improper performance of them. The liability of the Depositary therefor. (b) shall not be affected by the fact that it has entrusted to a third party some or all of the assets in its safekeeping. In order to discharge its responsibilities under the UCITS Act, the Depositary must exercise due skill, care and diligence in choosing and appointing a third party as a safekeeping agent so as to ensure that the third party has and maintains the expertise, competence and standing appropriate to discharge the responsibilities concerned. The Depositary shall must maintain an appropriate level of supervision over the third party and make appropriate enquiries from time to time to confirm that the obligations of the third party continue to be a clearing agency registered under the Exchange Actcompetently discharged. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), Depositary may delegate its safekeeping duties to act as Depositary sub-custodians. A list of the sub-custodians entrusted with respect to each Global Note. Initially, each Global Note shall the safekeeping of the assets held on the account of the Sub- Funds can be issued to the Depositary, registered found in the name Annex D. This delegation does not typically give rise to conflicts of Cede & Co.interests. Potential conflicts, as if any, are addressed by appropriate procedures. Unitholders can anytime free of charge request up to date information from the nominee Depositary about the duties and obligations of the Depositary, and deposited the sub-custodians, any potential conflicts of interests associated with the Trustee as custodian for DTC. (c) Section 2.09(d) activity of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increasedsub-custodians, as well as about the case may be, UCITS and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by respective Sub- Funds using the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increaseabove-specified contact data.

Appears in 1 contract

Samples: Unit Trust Agreement

Depositary. (a) The Issuer hereby appoints DTC to act as depositary (in such capacity, together with its successors in such capacity, the "Depositary") with respect to the Global Bonds. The Bond Trustee shall act as custodian of the Global Bonds for the Depositary. So long as the Notes are eligible for book-entry settlement with Depositary or its nominee is the Depositaryregistered owner of the Global Bonds, unless otherwise required by law, all Notes it shall be represented by one or more Global Securities to which considered the provisions of Section 2.01, Section 2.09 and Section 2.15 Holder of the Original Indenture apply (eachBonds represented thereby for all purposes hereunder and under the Global Bonds, a “Global Note”) registered in the name of the Depositary and neither any members of, or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Noteparticipants in, shall be effected through the Depositary (but not the Trustee "Agent Members") nor any other Persons on whose behalf Agent Members may act or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, have any rights hereunder or with respect to the NotesGlobal Bonds. Notwithstanding the foregoing, to read as follows: “Physical Notes nothing herein shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner prevent the Issuer, the Bond Trustee or any agent of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) Issuer or the NotesBond Trustee from giving effect to any written certification, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, proxy or other authorization or any other action of furnished by the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increasednominee, as the case may be, or (ii) impair, as between the Depositary, its Agent Members and any other Person on whose behalf an endorsement Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Bond. (b) The Issuer may remove or replace DTC or any successor as Depositary for any reason upon thirty (30) days' written notice to DTC or such successor (with a copy thereof to the Bond Trustee). The Holders shall have no right to a depositary for the Bonds. (c) Notwithstanding any other provision of this Indenture or the Bonds, so long as DTC or its nominee is the registered owner of the Bonds: (i) the provisions of the DTC Letter of Representations shall control over the provisions of this Indenture with respect to the matters covered thereby; (ii) presentation of Bonds to the Bond Trustee at redemption or at maturity shall be deemed made to the Bond Trustee when the right to exercise ownership rights in the Bonds through DTC or Agent Members is transferred by DTC on its books; and (iii) DTC may present notices, approvals, waivers or other communications required or permitted to be made by Holders under this Indenture on a fractionalized basis on behalf of some or all of those Persons entitled to exercise ownership rights in the Schedule of Exchanges of Notes to such Global Note, by the Trustee Bonds through DTC or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increaseAgent Members.

Appears in 1 contract

Samples: Trust Indenture (Louisiana Generating LLC)

Depositary. (a) Funding Company hereby agrees to appoint DTC to act as depositary (in such capacity, together with its successors in such capacity, the "Depositary") with respect to the Global Securities. The Bond Trustee shall act as custodian of each Global Security for the Depositary. So long as the Notes are eligible for book-entry settlement with Depositary or its nominee is the Depositaryregistered owner of any Global Security, unless otherwise required by law, all Notes it shall be represented by one or more Global Securities to which considered the provisions of Section 2.01, Section 2.09 and Section 2.15 Holder of the Original Indenture apply Securities represented thereby for all purposes hereunder and under such Global Security, and neither any members of, or participants in, the Depositary (each"Agent Members") nor any other Persons on whose behalf Agent Members may act or shall have any rights hereunder with respect to any Global Security or under any Global Security. Notwithstanding the foregoing, a “Global Note”) registered in nothing herein shall prevent Funding Company, the name Bond Trustee or any agent of Funding Company or the Bond Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increasednominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an endorsement Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Security. (b) Funding Company may remove or replace DTC or any successor as Depositary for any reason upon thirty (30) days' notice to DTC or such successor. The Holders shall have no right to a depositary for the Securities. (c) Notwithstanding any other provision of this Indenture or the Securities, so long as DTC or its nominee is the registered owner of the Securities: (i) the provisions of the DTC Letter of Representations shall control over the provisions of this Indenture with respect to the matters covered thereby; (ii) presentation of Securities to the Bond Trustee at redemption or at maturity shall be deemed made to the Bond Trustee when the right to exercise ownership rights in the Securities through DTC or Agent Members is transferred by DTC on its books; and (iii) DTC may present notices, approvals, waivers or other communications required or permitted to be made by Holders under this Indenture on a fractionalized basis on behalf of some or all of those Persons entitled to exercise ownership rights in the Schedule of Exchanges of Notes to such Global Note, by the Trustee Securities through DTC or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increaseAgent Members.

Appears in 1 contract

Samples: Trust Indenture (New World Power Texas Renewable Energy Limited Partnership)

Depositary. (a) So long Unless otherwise specified in Annex A, LGT Bank Ltd., Xxxxxxxxxxx 00, 0000 Xxxxx, Liechtenstein, acts as the Notes are eligible for bookDepositary. The role of the Depositary is governed by the UCITS Act, the UCITS Ordinance, the Delegated Regulation, the Depositary Agreement, the Unit Trust Agreement and this Prospectus. The Depositary shall act independently from the Management Company and exclusively in the best interests of the Unitholders. The Depositary’s duties shall include oversight duties, duties regarding the safe-entry settlement with keeping of the Depositary, unless otherwise required by law, all Notes UCITS’ assets and monitoring the UCITS’ cash flows. Such responsibilities and duties of the Depositary shall be represented by one or more Global Securities in accordance with Art. 33 of the UCITS Act. The Depositary shall in particular ensure that:  the sale, issue, redemption, paying out and cancellation of Units of the Sub-Funds correspond to which the provisions of Section 2.01, Section 2.09 the UCITS Act and Section 2.15 the Unit Trust Agreement;  the valuation of the Original Indenture apply (eachUnits of the Sub-Funds is performed in accordance with the provision of the UCITS Act and the Unit Trust Agreement;  in the case of transactions with assets of the Sub-Funds, a “Global Note”) registered the equivalent is remitted to the Sub-Funds within the normal deadlines;  the proceeds of the Sub-Funds are used in accordance with the provisions of the UCITS Act and the Unit Trust Agreement, and  the cash-flows of the Sub-Funds are properly monitored and, in particular, that steps are taken to ensure that all of the payments made by investors or in the name of investors when subscribing the Depositary or the nominee Units of a Sub-Fund have been received and, that all of the Depositary. The transfer and exchange financial resources of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) Sub-Funds have been recorded in accordance with the Indenture (including provisions of the restrictions on transfer set forth herein) UCITS Act and the Applicable Procedures Unit Trust Agreement. The Depositary shall maintain the UCITS’ Unit register on behalf of the Management Company. Investors should note that the effect of the segregation of assets, which is generally prescribed, might, in the event of bankruptcy, not be recognized in certain jurisdictions with regard to the assets which are subject to seizure by such jurisdiction. The Management Company and the Depositary shall cooperate to avoid safekeeping of assets in such jurisdictions. The Depositary submits to the provisions of the Liechtenstein FATCA Agreement and the related implementing provisions under the Liechtenstein FATCA Act. Further information and details about the Depositary are provided in Annex A. Pursuant to the Depositary Agreement and pursuant to and subject to the provisions of the UCITS Act, the Depositary will be liable for loss of financial instruments held in custody (i.e. those assets which are required to be held in custody pursuant to the UCITS Act) or in the custody of any sub-custodian, unless it can prove that loss has arisen as a result of an external event beyond its control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary. The Depositary shall also be liable for all other losses suffered as a result of the Depositary’s negligent or intentional failure to properly fulfil its obligations or its improper performance of them. The liability of the Depositary therefor. (b) shall not be affected by the fact that it has entrusted to a third party some or all of the assets in its safekeeping. In order to discharge its responsibilities under the UCITS Act, the Depositary must exercise due skill, care and diligence in choosing and appointing a third party as a safekeeping agent so as to ensure that the third party has and maintains the expertise, competence and standing appropriate to discharge the responsibilities concerned. The Depositary shall must maintain an appropriate level of supervision over the third party and make appropriate enquiries from time to time to confirm that the obligations of the third party continue to be a clearing agency registered under the Exchange Actcompetently discharged. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”)Depositary may delegate its safekeeping duties to sub-custodians. Information about the depositary network and the list of sub-custodians, to act as which the Depositary with respect has delegated the safekeeping of financial instruments eligible for safekeeping may be accessed via the following link: xxx.xxx.xx/xxxxxxxxxxxxxx. This delegation does not typically give rise to each Global Noteconflicts of interests. InitiallyPotential conflicts, each Global Note shall be issued if any, are addressed by appropriate procedures. Unitholders can anytime free of charge request up to date information from the Depositary, registered in Depositary about the name of Cede & Co., as the nominee duties and obligations of the Depositary, and deposited the sub-custodians, any potential conflicts of interests associated with the Trustee as custodian for DTC. (c) Section 2.09(d) activity of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increasedsub-custodians, as well as about the case may be, UCITS and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by respective Sub- Funds using the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increaseabove-specified contact data.

Appears in 1 contract

Samples: Unit Trust Agreement

Depositary. (a) So long as the Notes are eligible for book-entry settlement A Global Note deposited with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary or with the nominee Custodian may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the Depositary. The transfer and exchange principal amount of beneficial interests in a such Global Note that does not involve the issuance of a Physical Note, shall be effected through in exchange for such Global Note, only if such transfer complies with Section 2.04(d) and (i) the Depositary (but not the Trustee or the Note CustodianA) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary Depositary for the such Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days Note, or (bB) DTC ceases has ceased to be registered as a clearing agency registered under the Exchange Act and any other applicable statute or regulation at a time when the Depositary is required to be so registered to act as depositary, in each case, unless the Company has approved a successor depositary is not appointed Depositary within 90 calendar days after receipt of such notice or after it has become aware of such default or cessation or (ii) if an Event of Default with respect the Company in its sole discretion determines that such Global Note will be so exchangeable or transferable. (b) Any Global Note that is transferable to the Securities of any series has occurred and is continuingbeneficial owners thereof pursuant to this Section 2.04 shall be surrendered by the Depositary to the Trustee, to each beneficial owner who requests that its beneficial interests be so transferred, in the Securities be exchanged for Securities whole or from time to time in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (includingpart, without limitationcharge, Section 1.01and the Trustee shall authenticate and deliver, Section 2.01upon such transfer of each portion of such Global Note, Section 2.09 and Section 2.15 an equal aggregate principal amount of the Original Indenture) or the Notes, following the occurrence and during the continuance Definitive Notes of an Event of Default, any beneficial owner authorized denominations. Any portion of a Global Note may directly enforce against the Companytransferred pursuant to this Section 2.04 shall be executed, without the consent, solicitation, proxy, authorization or any other action authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indentureshall direct. (ec) At such time as all beneficial interests in a Global Note have either been canceledexchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or transferredcanceled, such Global Note shall be, upon receipt thereof, be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee in accordance with Applicable ProceduresTrustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Physical Definitive Notes, canceledtransferred in exchange for an interest in another Global Note, redeemed, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Notecanceled, the principal amount of Notes represented by such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, shall be appropriately reduced or increased, as the case may be, and an endorsement adjustment shall be made on the Schedule books and records of Exchanges of Notes the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase. (d) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with the Indenture and the Applicable Procedures. Definitive Notes shall be transferred and exchanged by the Holders thereof and the Trustee in accordance with the terms and conditions set forth in Section 3.05 of the Base Indenture.

Appears in 1 contract

Samples: First Supplemental Indenture (Ferguson Enterprises Inc. /DE/)

Depositary. (a) So long as the Notes are eligible for book-entry settlement A Global Note deposited with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary or with the nominee Custodian may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the Depositary. The transfer and exchange principal amount of beneficial interests in a such Global Note that does not involve the issuance of a Physical Note, shall be effected through in exchange for such Global Note, only if such transfer complies with Section 2.05 below and (i) the Depositary (but not the Trustee or the Note CustodianA) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company, a New York corporation (“DTC”), to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTC. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary Depositary for such Global Note, (B) defaults in the Global Securities performance of the relevant series and a successor depositary is not appointed within 90 calendar days its duties as Depositary, or (bC) DTC ceases has ceased to be registered as a clearing agency registered under the Exchange Act and at a time when the Depositary is required to be so registered to act as depositary, in each case, unless the Company has approved a successor depositary is not appointed Depositary within 90 calendar days after receipt of such notice or after it has become aware of such default or cessation or (ii) if an Event of Default with respect the Company in its sole discretion determines, subject to the Securities procedures of any series has occurred and the Depositary, that such Global Note will be so exchangeable or transferable. (b) Any Global Note that is continuingtransferable to the beneficial owners thereof pursuant to this Section 2.04 shall be surrendered by the Depositary to the Trustee, to each beneficial owner who requests that its beneficial interests be so transferred, in the Securities be exchanged for Securities whole or from time to time in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (includingpart, without limitationcharge, Section 1.01and the Trustee shall authenticate and deliver, Section 2.01upon such transfer of each portion of such Global Note, Section 2.09 and Section 2.15 an equal aggregate principal amount of the Original Indenture) or the Notes, following the occurrence and during the continuance Definitive Notes of an Event of Default, any beneficial owner authorized denominations. Any portion of a Global Note may directly enforce against the Companytransferred pursuant to this Section 2.04 shall be executed, without the consent, solicitation, proxy, authorization or any other action authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indentureshall direct. (ec) At such time as all beneficial interests in a Global Note have either been canceledexchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or transferredcanceled, such Global Note shall be, upon receipt thereof, be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee in accordance with Applicable ProceduresTrustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Physical Definitive Notes, canceledtransferred in exchange for an interest in another Global Note, redeemed, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Notecanceled, the principal amount of Notes represented by such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, shall be appropriately reduced or increased, as the case may be, and an endorsement adjustment shall be made on the Schedule books and records of Exchanges of Notes the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase.

Appears in 1 contract

Samples: First Supplemental Indenture (NMI Holdings, Inc.)

Depositary. The depositary for the ADSs is The Bank of New York Mellon. The Bank of New York Mellon’s depositary office and its principal executive office are located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Bank of New York Mellon, as depositary, registers and delivers the ADSs. Each ADS represents one ordinary share (or a right to receive one ordinary share) deposited with The Bank of New York Mellon, London Branch, or any successor, as custodian for the depositary. Each ADS also represents any other securities, cash or other property which may be held by the depositary in respect of the depositary facility. The depositary’s corporate trust office at which the ADSs are administered and its principal executive office is located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. You may hold ADSs either (1) directly (a) So long by having an American Depositary Receipt, also referred to as the Notes are eligible for book-entry settlement with the Depositaryan ADR, unless otherwise required by lawwhich is a certificate evidencing a specific number of ADSs, all Notes shall be represented by one or more Global Securities to which the provisions of Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture apply (each, a “Global Note”) registered in the name of the Depositary your name, or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor. (b) The Depositary shall be by having ADSs registered in your name in the Direct Registration System, or (2) indirectly by holding a clearing agency security entitlement in ADSs through your broker or other financial institution. If you hold ADSs directly, you are a registered under ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the Exchange ActADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are. The Company initially appoints Direct Registration System, or DRS, is a system administered by The Depository Trust Company, also referred to as DTC, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership is confirmed by periodic statements sent by the depositary to the registered holders of uncertificated ADSs. ADS holders are not treated as shareholders and do not have shareholder rights. Danish law governs shareholder rights. The depositary is the holder of the ordinary shares underlying the ADSs. As a holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, and all other persons directly and indirectly holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. A copy of the deposit agreement is incorporated by reference as an exhibit to our Annual Report on form 20-F. New York corporation (law governs the deposit agreement and the ADSs. The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADS. For directions on how to obtain copies of those documents, see the section titled DTC”)Item 19—Exhibits” in our Annual Report on Form 20-F. The depositary has agreed to pay you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, to act as Depositary with respect to each Global Noteafter deducting its fees and expenses. InitiallyAs an ADS holder, each Global Note shall be issued you will receive these distributions in proportion to the Depositary, registered in the name number of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for DTCordinary shares your ADSs represent. (c) Section 2.09(d) of the Original Indenture is hereby amended and restated in full, with respect to the Notes, to read as follows: “Physical Notes shall be issued and delivered by the Company (i) to each Person that DTC identifies as a beneficial owner of the related Securities only if (a) DTC has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities of the relevant series and a successor depositary is not appointed within 90 calendar days or (b) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (ii) if an Event of Default with respect to the Securities of any series has occurred and is continuing, to each beneficial owner who requests that its beneficial interests in the Securities be exchanged for Securities in definitive form.” (d) Notwithstanding anything to the contrary in the Indenture (including, without limitation, Section 1.01, Section 2.01, Section 2.09 and Section 2.15 of the Original Indenture) or the Notes, following the occurrence and during the continuance of an Event of Default, any beneficial owner of a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Note for a Physical Note in accordance with Section 1.05 of the Original Indenture. (e) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with Applicable Procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase.

Appears in 1 contract

Samples: Shareholder Agreements (Ascendis Pharma a/S)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!