Common use of Distributions Other than Cash, Rights, Preferences or Privileges Clause in Contracts

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 14 contracts

Samples: Deposit Agreement (Associated Banc-Corp), Deposit Agreement (Truist Financial Corp), Deposit Agreement (Truist Financial Corp)

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Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company Corporation may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 13 contracts

Samples: Deposit Agreement (Schwab Charles Corp), Deposit Agreement (Schwab Charles Corp), Deposit Agreement (Schwab Charles Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 3.01 and 3.23.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Companyholders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 3.01 and 3.23.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 11 contracts

Samples: Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 9 contracts

Samples: Deposit Agreement (Allstate Corp), Deposit Agreement (Allstate Corp), Deposit Agreement (Allstate Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 3.01 and 3.23.02, upon payment of any applicable fees and expenses of the Depositary and any applicable taxes or governmental charges, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Companyholders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxestaxes or governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable mannerat such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 3.01 and 3.23.02, be distributed or made available for distribution, as the case may be, by the Depositary to record such holders of Receipts as provided by Section 4.1 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributionsso registered.

Appears in 8 contracts

Samples: Deposit Agreement (Morgan Stanley), Deposit Agreement (Morgan Stanley), Deposit Agreement (Morgan Stanley)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary Depository shall receive any distribution other than cash, rights, preferences or privileges upon the Stock, the Depositary Depository shall, at the direction of the Company, subject to Sections 3.1 and 3.23.2 hereof, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 hereof such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depository may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary Depository such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary Depository withhold an amount on account of taxestaxes or governmental charges) the Depositary Depository deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary Depository may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.23.2 hereof, be distributed or made available for distribution, as the case may be, by the Depositary Depository to record holders Record Holders of Receipts as provided by Section 4.1 hereof in the case of a distribution received in cash. The Company Corporation shall not make any distribution of securities to the Depository, and the Depository shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution Holders of such securities or property to the holders of Receipts Receipts, unless the Company Corporation shall have provided an opinion of counsel (which may be in-house counsel) stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 6 contracts

Samples: Deposit Agreement (First Horizon National Corp), Deposit Agreement (First Horizon National Corp), Deposit Agreement (First Horizon National Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stockthe Preferred Shares, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, Record Holders or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) taxes or charges), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary AST to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 5 contracts

Samples: Deposit Agreement (SVB Financial Group), Deposit Agreement (SVB Financial Group), Deposit Agreement (SVB Financial Group)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 3. 01 and 3.23. 02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 4. 04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Companyholders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable mannerat such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 3. 01 and 3.23. 02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 4. 01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act of 1933 or do not need to be registered in connection with such distributionsregistered.

Appears in 5 contracts

Samples: Deposit Agreement (HSBC Finance CORP), Deposit Agreement (HSBC Finance CORP), Deposit Agreement (Household International Inc)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 5 contracts

Samples: Deposit Agreement (Equitable Holdings, Inc.), Deposit Agreement (Equitable Holdings, Inc.), Deposit Agreement (Metlife Inc)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Preferred Stock, the Depositary shall, at the written direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Corporation (in consultation with the Depositary) may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary Corporation (in consultation with the Depositary) such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary Corporation deems, after consultation with the CompanyDepositary, such distribution not to be feasible, the Corporation may adopt (and will notify the Depositary may, with the approval of the Company, adopt its adoption of) such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions. For the avoidance of doubt, the Corporation shall calculate and transmit to the Depositary, and the Depositary shall have no obligation under this Agreement to calculate the amounts of cashless distributions. The Corporation may consult with the Depositary, provided, however, that any determination as to such distributions will be the responsibility of the Corporation, and the Depositary shall have no duty or obligation to investigate or confirm whether the Corporation’s determination is accurate or correct.

Appears in 4 contracts

Samples: Deposit Agreement (American Equity Investment Life Holding Co), Deposit Agreement (American Equity Investment Life Holding Co), Deposit Agreement (American Equity Investment Life Holding Co)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, cash and other than any rights, preferences or privileges described in Section 4.03, upon Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 3.01 and 3.23.02, distribute to record holders of Receipts on the applicable record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such record holders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Companyholders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable mannerat such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be, subject to Sections 3.1 3.01 and 3.23.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to received in respect of the holders of Receipts unless Stock unless, if requested by the Depositary, the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act of 1933 or do not need to be registered in connection with such distributionsso registered.

Appears in 4 contracts

Samples: Deposit Agreement (PPL Capital Funding Inc), Deposit Agreement (PPL Capital Funding Inc), Deposit Agreement (PPL Energy Supply LLC)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series B Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections Section 3.1 and Section 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distributionCorporation shall reasonably direct. If in the opinion of the Depositary Corporation, in consultation with the Depositary, such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the Company, such distribution shall not to be feasible, the Depositary mayCorporation, with the approval of the Companyin its discretion, may adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections Section 3.1 and Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property (other than cash) to the Depositary and the Depositary shall not make any distribution of such securities or property (other than cash) to the holders Holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or the Corporation shall have provided an opinion of counsel as set forth in Section 2.1 above, dated as of or prior to the date of such distribution, stating that such securities or property do not need to be registered in connection with such distributions.

Appears in 4 contracts

Samples: Deposit Agreement (Cullen/Frost Bankers, Inc.), Deposit Agreement (Cullen/Frost Bankers, Inc.), Deposit Agreement (Regions Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution of any securities or property other than cash, rights, preferences or privileges upon Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 3.1, 3.2 and 3.25.7, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Companyholders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 3.1, 3.2 and 3.25.7, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel (which may be in-house counsel) stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributionsdistribution.

Appears in 3 contracts

Samples: Deposit Agreement (First Horizon Corp), Deposit Agreement (Fulton Financial Corp), Deposit Agreement (First Horizon National Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series B Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 3 contracts

Samples: Deposit Agreement (Synchrony Financial), Deposit Agreement (Discover Financial Services), Deposit Agreement (Capital One Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 ‎3.01 and 3.2‎3.02, upon payment of any applicable fees and expenses of the Depositary and any applicable taxes or governmental charges, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 ‎Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Companyholders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxestaxes or governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable mannerat such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 ‎3.01 and 3.2‎3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record such holders of Receipts as provided by Section 4.1 ‎Section 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributionsso registered.

Appears in 3 contracts

Samples: Deposit Agreement (Morgan Stanley), Deposit Agreement (Morgan Stanley), Deposit Agreement (Morgan Stanley)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series C Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections Section 3.1 and Section 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distributionCorporation shall reasonably direct. If in the opinion of the Depositary Corporation, in consultation with the Depositary, such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the Company, such distribution shall not to be feasible, the Depositary mayCorporation, with the approval of the Companyin its discretion, may adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections Section 3.1 and Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property (other than cash) to the Depositary and the Depositary shall not make any distribution of such securities or property (other than cash) to the holders Holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or the Corporation shall have provided an opinion of counsel, dated as of or prior to the date of such distribution, stating that such securities or property do not need to be registered in connection with such distributions.

Appears in 3 contracts

Samples: Deposit Agreement (Sterling Bancorp), Deposit Agreement (New York Community Bancorp Inc), Deposit Agreement (Astoria Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stockthe Series A Preference Shares, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Aircastle LTD), Deposit Agreement (Textainer Group Holdings LTD)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series H Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Zions Bancorporation /Ut/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series A Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (New York Community Bancorp Inc), Deposit Agreement (New York Community Bancorp Inc)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series A Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections Section 3.1 and Section 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If If, in the opinion of the Depositary Depositary, such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections Section 3.1 and Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Continental to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Old National Bancorp /In/), Deposit Agreement (Old National Bancorp /In/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series G Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Zions Bancorporation /Ut/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series C Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of any such securities or property to the Depositary and the Depositary shall not make any distribution of any such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Huntington Bancshares Inc/Md), Deposit Agreement (First Pactrust Bancorp Inc)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series C Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of any such securities or property to the Depositary and the Depositary shall not make any distribution of any such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Lincoln National Corp), Deposit Agreement (Triumph Bancorp, Inc.)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary Computershare shall receive any distribution other than cash, rights, preferences or privileges upon the Stock, the Depositary Computershare shall, at the direction of the Company, subject to Sections Section 3.1 and 3.2Section 3.2 hereof, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 hereof such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Computershare may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary Computershare such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary Computershare withhold an amount on account of taxestaxes or governmental charges) the Depositary Computershare deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary Computershare may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections Section 3.1 and 3.2Section 3.2 hereof, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 hereof in the case of a distribution received in cash. The Company Corporation shall not make any distribution of securities to Computershare, and Computershare shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution Holders of such securities or property to the holders of Receipts Receipts, unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Merchants Bancorp), Deposit Agreement (Merchants Bancorp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 3.01 and 3.23.02, upon payment of any applicable fees and expenses of the Depositary and any applicable taxes or governmental charges, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Companyholders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxestaxes or governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable mannerat such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 3.01 and 3.23.02, be distributed or made available for distribution, as the case may be, by the Depositary to record such holders of Receipts as provided by Section 4.1 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary Depositary, and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts Receipts, unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributionsso registered.

Appears in 2 contracts

Samples: Deposit Agreement (Nisource Inc/De), Deposit Agreement (Nisource Inc/De)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series C Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York Mellon CORP), Deposit Agreement (Bank of New York Mellon CORP)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series C Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections Section 3.1 and Section 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If If, in the opinion of the Depositary Depositary, such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections Section 3.1 and Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Continental to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Old National Bancorp /In/), Deposit Agreement (Old National Bancorp /In/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series A Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Zions Bancorporation /Ut/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series E Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the reasonable opinion of the Depositary Depositary, after consultation with the Corporation, such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary reasonably deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the prior written approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributionsdistribution.

Appears in 2 contracts

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

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series E Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, Record Holders or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) taxes or charges), the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Citizens Financial Group Inc/Ri), Deposit Agreement (Citizens Financial Group Inc/Ri)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences preferences, or privileges upon Stockdescribed in Section 4.3 with respect to Shares, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary mayDepositary, with the approval of the Company, may adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable mannerat such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallsale, subject to Sections 3.1 and 3.2, shall be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to received in respect of the holders of Receipts Shares unless the Company shall have provided an opinion of counsel stating that such the securities or property have been registered under the Securities Act of 1933, as amended, or do not need to be registered in connection with such distributionsso registered.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (RJF Capital Trust III)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Preferred Stock, the Depositary shall, at the written direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Corporation (in consultation with the Depositary) may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary Corporation (in consultation with the Depositary) such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary Corporation deems, after consultation with the CompanyDepositary, such distribution not to be feasible, the Corporation may adopt (and will notify the Depositary may, with the approval of the Company, adopt its adoption of) such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary EQ to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions. For the avoidance of doubt, the Corporation shall calculate and transmit to the Depositary, and the Depositary shall have no obligation under this Agreement to calculate the amounts of cashless distributions. The Corporation may consult with the Depositary, provided, however, that any determination as to such distributions will be the responsibility of the Corporation, and the Depositary shall have no duty or obligation to investigate or confirm whether the Corporation’s determination is accurate or correct.

Appears in 2 contracts

Samples: Deposit Agreement (Selective Insurance Group Inc), Deposit Agreement (Selective Insurance Group Inc)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution on the Series B Preferred Stock other than in cash, rights, preferences or privileges upon Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections Section 3.1 and Section 3.2, distribute to record holders Record Holders of Receipts on the applicable record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersRecord Holders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary Depositary, after consultation with the Corporation, such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private saleprivate) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections Section 3.1 and Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Record Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (First Merchants Corp), Deposit Agreement (Level One Bancorp Inc)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series D Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Discover Financial Services), Deposit Agreement (Capital One Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series N Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Us Bancorp \De\), Deposit Agreement (Bb&t Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series B Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) taxes or charges), the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with may adopt a method of distribution approved by the approval of Corporation that the Company, adopt such method as it Depositary deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Voya Financial, Inc.), Deposit Agreement (Voya Financial, Inc.)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series O Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Us Bancorp \De\), Deposit Agreement (Truist Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary (with the approval of the Corporation) may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (First Midwest Bancorp Inc), Deposit Agreement (First Midwest Bancorp Inc)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series D Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, Record Holders or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) taxes or charges), the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Citizens Financial Group Inc/Ri), Deposit Agreement (Citizens Financial Group Inc/Ri)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Companyholders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Goldman Sachs Group Inc/), Deposit Agreement (Wachovia Corp New)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series K Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 2 contracts

Samples: Deposit Agreement (Us Bancorp \De\), Deposit Agreement (PNC Financial Services Group Inc)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series C Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the reasonable opinion of the Depositary Depositary, after consultation with the Corporation, such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary reasonably deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the prior written approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributionsdistribution.

Appears in 2 contracts

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

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary Service Agent shall receive any distribution other than cash, rights, preferences or privileges upon Stockthe MuniFund Term Preferred Shares, the Depositary Service Agent shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Service Agent may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary Service Agent such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Fund or the Depositary Service Agent withhold an amount on account of taxestaxes or governmental charges) the Depositary Service Agent deems, after consultation with the CompanyFund, such distribution not to be feasible, the Depositary Service Agent may, with the approval of the CompanyFund, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Service Agent to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Fund shall not make any distribution of such securities or property to the Depositary Service Agent, and the Depositary Service Agent shall not make any distribution of such securities or property to the holders Holders of Receipts Receipts, unless the Company Fund shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions. In the event of a distribution of securities, fractional shares of such securities will not be distributed to the Record Holders. Instead, a Record Holder that otherwise would have been entitled to receive a fraction of a security will receive an amount in cash, rounded to the nearest cent, equal to such Record Holder’s proportionate interest in the net proceeds from the sale in the open market by the Service Agent, or an agent of the Service Agent or other entity as so instructed in writing by the Fund, on behalf of all such Record Holders, of the aggregate fractional shares of the securities that would otherwise have been issued. The sale described in the previous sentence shall occur as soon as practicable following the distribution date for such securities. In the event that such sale of the aggregate fractional shares of the securities that otherwise would have been issued is completed and a fraction of a share of such security still remains (the “Remaining Fractional Share”), the Service Agent shall immediately notify the Fund in writing of the Remaining Fractional Share, which notice may be delivered via electronic mail to the address set forth in Section 7.4. Upon receipt of such notice, the Fund shall determine the cash equivalent of the Remaining Fractional Share (the “Remaining Fractional Share Amount”), which Remaining Fractional Share Amount shall be equal to the Remaining Fractional Share multiplied by the per security closing price of such securities as reported on the securities exchange on which those securities are then listed (or based on the per security closing trading price in the open market for securities that are not listed on any securities exchange) on the trading day, or business day, as applicable, immediately prior to the date of the distribution of such securities. The determination of the Remaining Fractional Share Amount by the Fund shall be binding on the parties hereto and on the Record Holders. The Fund shall promptly transfer funds for the Remaining Fractional Share Amount to an account selected by the Service Agent, and the Service Agent shall add the Remaining Fractional Share Amount to the net proceeds from the sale described above for distribution to the Record Holders otherwise entitled to receive the fractional shares of the securities.

Appears in 2 contracts

Samples: Depositary Receipts Agreement (Nuveen Arizona Premium Income Municipal Fund Inc), Depositary Receipts Agreement (Nuveen Select Quality Municipal Fund Inc)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary (with the approval of the Corporation) may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary and the Corporation such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary or Computershare (as applicable) withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided to the Depositary an opinion of counsel as set forth in Section 2.2 above stating that (i) such securities or property have been registered under the Securities Act Act, or do not need (ii) the offering and sale of such securities or property to be registered in connection with such distributionsthe Holders are exempt from registration under the provisions of the Securities Act.

Appears in 2 contracts

Samples: Deposit Agreement (Banc of California, Inc.), Deposit Agreement (Banc of California, Inc.)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series D Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the reasonable opinion of the Depositary Depositary, after consultation with the Corporation, such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary reasonably deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the prior written approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributionsdistribution.

Appears in 2 contracts

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

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series K Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Series W Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

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

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series D Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections Section 3.1 and Section 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections Section 3.1 and Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Stifel Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series E Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of any such securities or property to the Depositary and the Depositary shall not make any distribution of any such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel satisfactory to the Depositary stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Banc of California, Inc.)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 3.01 and 3.23.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Companyholders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxestaxes or governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable mannerat such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 3.01 and 3.23.02, be distributed or made available for distribution, as the case may be, by the Depositary to record such holders of Receipts as provided by Section 4.1 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributionsso registered.

Appears in 1 contract

Samples: Deposit Agreement (Morgan Stanley)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series S Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (PNC Financial Services Group, Inc.)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stockany Shares, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of the corresponding Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, deems such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable mannerat such place or places and upon such terms as it may deem equitable and appropriate. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Record Holders of Receipts unless the Company shall have provided an opinion of counsel as set forth in Section 2.2 above stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Master Deposit Agreement (Agree Realty Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon StockStock of a particular series, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts of such series on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Companyholders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts of such series as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts of such series unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Goldman Sachs Group Inc/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary Computershare shall receive any distribution other than cash, rights, preferences or privileges upon the Convertible Preferred Stock, the Depositary Computershare shall, at the direction of the Company, subject to Sections Section 3.1 and Section 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Computershare may deem equitable and practicable for accomplishing such distribution, including, without limitation, through book-entry transfer through DTC in the case of DTC Receipts; provided that, in case the Depositary shall be required to withhold from any distribution in respect of the Convertible Preferred Stock an amount on account of taxes, the amount of property or securities made available for distribution or distributed in respect of Depositary Shares shall be reduced as necessary to permit any withholding, and such withheld property may be disposed of by the Depositary, without any further consent or direction from the Corporation, in such manner as the Depositary reasonably deems necessary and practicable to pay such taxes and shall be treated for all purposes of this Agreement as having been paid to the Record Holder of the Receipt in respect of which the Depositary, as the case may be, made such withholding. The distribution described in the immediately preceding sentence shall apply to any distribution by the Depositary of Common Stock deliverable to the Record Holders, as a result of the conversion of the Convertible Preferred Stock into Common Stock in accordance with the terms of the Certificate of Designations; provided that in such case the distribution of Common Stock shall be made to Record Holders as of the close of business on the relevant Conversion Date. If in the opinion of the Depositary Computershare such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary Computershare withhold an amount on account of taxestaxes or governmental charges or in connection with a distribution of fractional shares or other property units) the Depositary Computershare deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary Computershare may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections Section 3.1 and Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to Computershare and Computershare shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions. The Person or Persons entitled to receive any Common Stock issuable upon any conversion shall be treated for all purposes as the Record Holder(s) of such shares of Common Stock as of the close of business on the applicable Conversion Date.

Appears in 1 contract

Samples: Deposit Agreement (American Tower Corp /Ma/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series D Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York Mellon CORP)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series A Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections Section 3.1 and Section 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections Section 3.1 and Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Stifel Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Series BB Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

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

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series H Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series H Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If If, in the opinion of the Depositary Depositary, such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of any such securities or property to the Depositary and the Depositary shall not make any distribution of any such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Huntington Bancshares Inc/Md)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary (with the approval of the Corporation) may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary and the Corporation such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary AST to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Silvergate Capital Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series C Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (City National Corp)

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Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series E Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York Mellon Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series F Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Zions Bancorporation /Ut/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Series Y Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

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

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series I Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections Section 3.1 and Section 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections Section 3.1 and Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Continental to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (United Community Banks Inc)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stockthe Series B Preference Shares, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Textainer Group Holdings LTD)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series N Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series A Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of any such securities or property to the Depositary and the Depositary shall not make any distribution of any such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (CNB Financial Corp/Pa)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series C Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (TCF Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series H Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, Record Holders or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) taxes or charges), the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Citizens Financial Group Inc/Ri)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series C Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Zions Bancorporation /Ut/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series E Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Zions Bancorporation /Ut/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Series S Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

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

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Series D Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Northern Trust Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series G Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the reasonable opinion of the Depositary Depositary, after consultation with the Corporation, such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary reasonably deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the prior written approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Keycorp /New/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series C Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections Section 3.1 and Section 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distributionCorporation shall reasonably direct. If in the opinion of the Depositary Corporation, in consultation with the Depositary, such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the Company, such distribution shall not to be feasible, the Depositary mayCorporation, with the approval of the Companyin its discretion, may adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections Section 3.1 and Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property (other than cash) to the Depositary and the Depositary shall not make any distribution of such securities or property (other than cash) to the holders Holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or the Corporation shall have provided an opinion of counsel as set forth in Section 2.1 above, dated as of or prior to the date of such distribution, stating that such securities or property do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Regions Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series G Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Bb&t Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series D Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (City National Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary Depositary, after consultation with the Company, such distribution cannot be made proportionately among such record holders in accordance with the direction of the Companyholders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Argo Group International Holdings, Ltd.)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Series Z Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

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

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series B Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property property, as applicable, (i) have been registered under the Securities Act or do not need to be registered in connection with such distributions, and all appropriate state securities law filings have been made with respect to such securities; and (ii) are validly issued, fully paid and non-assessable.

Appears in 1 contract

Samples: Deposit Agreement (Commerce Bancshares Inc /Mo/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series A Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Corporation (in consultation with the Depositary) may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary Corporation such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary Corporation deems, after consultation with the CompanyDepositary, such distribution not to be feasible, the Corporation may adopt (and will notify the Depositary may, with the approval of the Company, adopt its adoption of) such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Comerica Inc /New/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series D Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Bb&t Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series A Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections ‎Section 3.1 and ‎Section 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section ‎Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections ‎Section 3.1 and ‎Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary AST to record holders Record Holders of Receipts as provided by Section ‎Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of any such securities or property to the Depositary and the Depositary shall not make any distribution of any such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel reasonably satisfactory to the Depositary stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Fifth Third Bancorp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series G Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Equiniti Trust Company to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York Mellon Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series A Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections Section 3.1 and Section 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers number of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections Section 3.1 and Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property (other than cash) to the Depositary and the Depositary shall not make any distribution of such securities or property (other than cash) to the holders Holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or the Corporation shall have provided an opinion of counsel, dated as of or prior to the date of such distribution, stating that such securities or property do not need to be registered under the Securities Act in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Oceanfirst Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary (with the approval of the Corporation) may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary and the Corporation such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Texas Capital Bancshares Inc/Tx)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series Q Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (PNC Financial Services Group, Inc.)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series P Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Truist Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series D Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the reasonable opinion of the Depositary Depositary, after consultation with the Corporation, such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary reasonably deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the prior written approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Keycorp /New/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stockthe Preferred Shares Series C-1, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Bank or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyBank, such distribution not to be feasible, the Depositary may, with the approval of the CompanyBank, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Bank shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Bank shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Royal Bank of Canada)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary (with the approval of the Corporation) may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary and the Corporation such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Enterprise Financial Services Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series A Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (TCF Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series F Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series E Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the reasonable opinion of the Depositary Depositary, after consultation with the Corporation, such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary reasonably deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the prior written approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Keycorp /New/)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Series T Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

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

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series A Preferred Stock, the Depositary shall, at the direction of the CompanyCorporation, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders Record Holders in accordance with the direction of the CompanyCorporation, or if for any other reason (including any requirement that the Company Corporation or the Depositary or Computershare, as applicable) withhold an amount on account of taxestaxes or charges) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary Computershare to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided to the Depositary an opinion of counsel as set forth in Section 2.2, stating that the offer and sale of such securities or property have been registered registered, or are exempt from registration, under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Umb Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series R Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the such Receipts held by such holdersHolders, in any manner that the Company Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the CompanyRecord Holders, or if for any other reason (including any requirement that the Company Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the CompanyCorporation, such distribution not to be feasible, the Depositary may, with the approval of the CompanyCorporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders Holders of Receipts unless the Company Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

Samples: Deposit Agreement (Truist Financial Corp)

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Series Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

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

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Series CC Preferred Stock, the Depositary shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Appears in 1 contract

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

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