ENTRY PROVISIONS. (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC.
(ii) Each Global Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear the legend set forth in Section 2.01(c).
(iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (x) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC, or (y) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Note.
(iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (e) of this Section 2.01 to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount.
(v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (e) of this Section 2.01, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.
(vi) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.
ENTRY PROVISIONS. This Section 2.01(d) shall only apply to Global Notes deposited with the Trustee, as custodian for the Depositary. Participants and Indirect Participants shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as the custodian for the Depositary or under such Global Note, and the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants or Indirect Participants, the Applicable Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note.
ENTRY PROVISIONS a. The parties acknowledge that the Transfer Regulations will not apply as a result of the Manager providing the Services to the Client with effect from the Commencement Date.
ENTRY PROVISIONS. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depository. The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions or held by the Trustee as custodian for the Depository. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Security, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Security.
ENTRY PROVISIONS. 2.1 This paragraph 2 and the definitions “Entry Transfer Date”, “Entry Transferring Employees” and “Existing Supplier” (together, the TUPE Entry Terms) shall only apply where Section 3E of the Cover Sheet expressly states that the TUPE Entry Terms shall apply in respect of this Agreement.
2.2 The Parties acknowledge that, on the Entry Transfer Date, the Entry Transferring Employees will transfer from UCL and any Existing Supplier to Supplier and the Parties acknowledge and agree that they consider TUPE will apply, with the effect of transferring the contracts of employment (save for any rights and liabilities relating to occupational pension schemes which relate to benefits for old age, invalidity or survivors) of the Entry Transferring Employees to Supplier on the Entry Transfer Date (Entry Transfer).
2.3 The Parties agree that they will fully comply with their obligations under TUPE (including their respective obligations to inform and consult) in respect of the Entry Transfer.
2.4 UCL shall indemnify Supplier from and against any and all Employment Liabilities in relation to the Entry Transferring Employees arising as a result of any act or omission of UCL and in respect of or in relation to the period up to the Entry Transfer Date unless such failure is caused by Supplier's failure to comply with its obligations under regulation 13(4) of TUPE.
2.5 Supplier shall indemnify UCL from and against any and all Employment Liabilities:
(a) in relation to the Entry Transferring Employees arising as a result of any act or omission by Supplier and/or any of Supplier’s Associated Entities and in respect of, or in relation to, the period on or after the Entry Transfer Date;
(b) arising from any proceeding, claim or demand in relation to any failure by Supplier and/or any of Supplier’s Associated Entities to comply with its obligations under regulation 13(4) of TUPE; and
(c) arising from any proceeding, claim or demand in the relation to the termination of employment of any employee who would otherwise have been an Entry Transferring Employee who has objected to the transfer under regulation 4(7) of TUPE in response to any change or proposed change by Supplier or any of Supplier’s Associated Entities.
2.6 Supplier shall procure that its employees, agents and successors in title shall promptly:
(a) take such action in connection with Employment Liabilities as UCL shall from time-to-time reasonably request;
(b) provide free of charge all such assistance and informatio...
ENTRY PROVISIONS. An Eligible Customer that has previously taken bundled service may, at any time, return to power service from West Kootenay Power at a rate calculated to ensure Fair Treatment, subject to the conditions set out below, West Kootenay Power will make reasonable efforts to accommodate returning Eligible Customers as quickly as possible. Returning Eligible Customers and new Eligible Customers who initially chose an alternative supplier should receive rates reflecting the embedded cost of service within the lesser of: • the period in which West Kootenay Power can adjust its supply portfolio to serve these Eligible Customers, consistent with Fair Treatment; or • two years from the date of their notice to return to West Kootenay Power’s supply. For the interim period (that is, the lesser of the time it takes West Kootenay Power to adjust its supply portfolio or two years) West Kootenay Power may charge rates reflective of its additional cost of serving these Eligible Customers over the interim period, while maintaining Fair Treatment. If market circumstances are such that market energy is reasonably anticipated to be less expensive than West Kootenay Power’s embedded cost of power for the interim period, then the Eligible Customers will return to embedded cost tariffs immediately.
ENTRY PROVISIONS. This Section 2.1(c) shall apply only to the Global Notes deposited with or on behalf of the Depository. The Company shall execute and the Trustee shall, in accordance with this Section 2.1(c), authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depository or the nominee of the Depository and (ii) shall be delivered by the Trustee to the Depository or pursuant to the Depository's instructions or held by the Service Agent. Agent Members shall have no rights either under the Second Supplemental Indenture or the Indenture with respect to any Global Notes held on their behalf by the Depository or by the Service Agent or under such Global Notes, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Notes for all purposes whatsoever.
ENTRY PROVISIONS. This Section 2.01(c) shall apply only to the Regulation S Global Note and the Rule 144A Global Note issued in the form of one or more permanent Global Notes (collectively, the "GLOBAL NOTES") deposited with or on behalf of the Depositary. The Company shall execute and the Trustee shall, in accordance with this Section 2.01(c), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary and (b) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for the Depositary. Members of, or participants in, the Depositary ("AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as the custodian of the Depositary or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Note.
ENTRY PROVISIONS. The pool will be open for use during the days and times listed on the schedule posted at xxxx://xxx.xxxxxxxxxxxxxxxxxx.xxx except in cases of inclement weather, special activities or maintenance. Entering the pool during unscheduled times without prior approval will be considered trespassing.
ENTRY PROVISIONS. The Securities may be issued initially in the form of one or more registered global Securities (“Global Securities”) deposited with or on behalf of a depository located in the United States, which initially shall be The Depository Trust Company together with its nominee Cede & Co. (the “U.S. Depository”), that (i) shall be registered in the name of the U.S. Depository for such Global Security or Securities or the nominee of such U.S. Depository, (ii) shall be delivered by the Fiscal Agent to such U.S. Depository or pursuant to such U.S. Depository’s instruction and (iii) shall bear a legend substantially similar to the following: “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE FISCAL AGENCY AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE U.S. DEPOSITORY OR A NOMINEE OF THE U.S. DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE U.S. DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FISCAL AGENCY AGREEMENT, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE U.S. DEPOSITORY TO A NOMINEE OF THE U.S. DEPOSITORY OR BY A NOMINEE OF THE U.S. DEPOSITORY TO THE U.S. DEPOSITORY OR ANOTHER NOMINEE OF THE U.S. DEPOSITORY OR BY THE U.S. DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR U.S. DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR U.S. DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE U.S. DEPOSITORY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE IS ISSUED IN THE NAME OR NAMES AS DIRECTED IN WRITING BY THE U.S. DEPOSITORY, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED HOLDER HEREOF, THE U.S. DEPOSITORY, HAS AN INTEREST HEREIN.” Members of, or direct of indirect participants in, the U.S. Depository (“Agent Members”) shall have no rights under this Agreement with respect to any Global Security held on their behalf by the U.S. Depository or under the Global Security, and such U.S. Depository may be treated by the Issuer, the Fiscal Agent, and any agent of the Issuer or the Fiscal Agent as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent, or any agent of the Issuer or the Fiscal Agent from giving e...
