ENTRY PROVISIONS FOR GLOBAL SECURITIES. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Security or the nominee of such Depositary, in each case for credit to the account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear a legend as set forth in Section 2.3. Neither the Company, the Trustee, the Paying Agent, nor any other agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or its custodian, or under such Global Security. The Depositary may be treated by the Company, any other obligor upon the Securities, the Trustee and any agent of any of them as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Securities, the Trustee or any agent of any of them 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 governing the exercise of the rights of a beneficial owner of any Security. The registered holder of a Global Security 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 Securities. (b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole to the Depositary, its successors or their respective nominees. (c) The transfer and exchange of a Global Security or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture and the procedures of the Depositary therefor of the Depositary. (d) The Company, any other obligor upon the Securities or the Trustee, in the discretion of any of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Security, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 13.3. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (f) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (Sally Investment Holdings LLC), Indenture (Sally Investment Holdings LLC)
ENTRY PROVISIONS FOR GLOBAL SECURITIES. (a) Each The U.S. Global Security Securities and Offshore Global Securities initially shall (i) be registered in the name of the Depositary for such Global Security Securities or the nominee of such Depositary, in each case for credit to the account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear a legend legends as set forth in Section 2.3. Neither the Company, the Trustee, the Paying Agent, nor any other agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests202. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under such the Global Security. The , and the Depositary may be treated by the Company, any other obligor upon the Securities, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Securities, the Trustee or any agent of any of them 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 governing the exercise of the rights of a beneficial owner holder of any Security. The registered holder of a Global Security 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 Securities.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 312. In addition, U.S. Physical Securities and Offshore Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Security or the Offshore Global Security, respectively, if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the U.S. Global Security or the Offshore Global Security, as the case may be, and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Securities Registrar has received a request to the foregoing effect from the Depositary.
(c) The transfer and exchange Any beneficial interest in one of the Global Securities that is transferred to a Person who takes delivery in the form of an interest in the other Global Security or will, upon transfer, cease to be an interest in such Global Security and become an interest in the other Global Security, and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture and the procedures of the Depositary therefor of the Depositarysuch other Global Security for as long as it remains such an interest.
(d) The CompanyIn connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section, any other obligor upon the Securities or Registrar shall reflect on its books and records the Trustee, date and a decrease in the discretion principal amount of any such Global Security in an amount equal to the principal amount of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in such Global Security to be transferred, and the Global SecurityCompany shall execute, provided that and the fact Trustee shall authenticate and date deliver, one or more Physical Securities with the Subsidiary Guarantees of the execution Subsidiary Guarantors endorsed thereon of such instrument or writing is proved in accordance with Section 13.3like tenor and amount.
(e) The In connection with the transfer of the entire U.S. Global Security or Offshore Global Security to beneficial owners pursuant to paragraph (b) of this Section, the U.S. Global Security or Offshore Global Security, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall have no obligation authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the U.S. Global Security or duty Offshore Global Security, as the case may be, an equal aggregate principal amount of U.S. Physical Securities or Offshore Physical Securities, as the case may be, with the Subsidiary Guarantees of the Subsidiary Guarantors endorsed thereon, of authorized denominations.
(f) Any U.S. Physical Security delivered in exchange for an interest in the U.S. Global Security pursuant to monitorparagraph (b) or (d) of this Section shall, determine or inquire except as otherwise provided by paragraph (f) of Section 312, bear the legend regarding transfer restrictions applicable to compliance with the U.S. Physical Security set forth in Section 202.
(g) Any Offshore Physical Security delivered in exchange for an interest in the Offshore Global Security pursuant to paragraph (b) of this Section shall, except as otherwise provided by paragraph (f) of Section 312, bear the legend regarding transfer restrictions applicable to the Offshore Physical Security set forth in Section 202.
(h) The registered holder of a Global Security may grant proxies and otherwise authorize any restrictions on transfer imposed person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or under applicable law with respect to any transfer of any interest in any Security the Securities.
(including any transfers between or among Depositary Participants or i) QIBs that are beneficial owners of interests in any a U.S. Global SecuritySecurity may receive Physical Securities (which shall bear the Private Placement Legend if required by Section 202) other than to require in accordance with the procedures of the Depositary. In connection with the execution, authentication and delivery of such certificates Physical Securities, the Securities Registrar shall reflect on its books and other documentation records a decrease in the principal amount of the relevant U.S. Global Security equal to the principal amount of such Physical Securities and the Company shall execute and the Trustee shall authenticate and deliver one or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form more Physical Securities with the express requirements hereofSubsidiary Guarantees of the Subsidiary Guarantors endorsed thereon having an equal aggregate principal amount.
(f) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 1 contract
ENTRY PROVISIONS FOR GLOBAL SECURITIES. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Security or the nominee of such Depositary, in each case for credit to the account of an Agent Membera Participant, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear a legend as set forth in Section 2.3. Neither the Company, the Trustee, the Paying Agent, nor any other agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or its custodian, or under such Global Security. The Depositary may be treated by the Company, any other obligor upon the Securities, the Trustee and any agent of any of them as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Securities, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. The registered holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, to take any action that a Holder is entitled to take under this Indenture or the Securities.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole to the Depositary, its successors or their respective nominees.
(c) The transfer and exchange of a Global Security or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture and the procedures of the Depositary therefor of the Depositary.
(d) The Company, any other obligor upon the Securities or the Trustee, in the discretion of any of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Security, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 13.312.3.
(e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(f) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 1 contract
ENTRY PROVISIONS FOR GLOBAL SECURITIES. (aA) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Security or the nominee of such the Depositary, in each case for credit to the account of an Agent Member, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear a legend legends as set forth in Section 2.3. Neither the Company, the Trustee, the Paying Agent, nor any other agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests2.17. Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under such the Global Security. The , and the Depositary may be treated by the Company, any other obligor upon the Securities, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Securities, the Trustee or any agent of any of them 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 MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
(B) Transfers of Global Securities shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. In addition, one or more Physical Securities shall be transferred to beneficial owners, as identified by the Depositary, in exchange for their beneficial interests in Global Securities only if (iv) the Depositary notifies the Company that the Depositary is unwilling or unable to continue as depositary for any Global Security, or the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and, in either case, a successor Depositary is not appointed by the Company within ninety (90) days of such notice or cessation or (v) an Event of Default has occurred and is continuing and the Registrar has received a written request from the beneficial owner of any Security. The registered holder the relevant Securities to issue Physical Securities.
(C) In connection with the transfer of a Global Security in its entirety to beneficial owners pursuant to Section 2.15(B), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon a Company Order authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(D) Any Physical Security delivered in exchange for an interest in a Global Security that bears the Security Private Placement Legend pursuant to Section 2.15(B) shall, except as otherwise provided by Section 2.16, bear the Security Private Placement Legend.
(E) The Holder of any Global Security may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, to take any action that which a Holder is entitled to take under this Indenture or the Securities.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole to the Depositary, its successors or their respective nominees.
(c) The transfer and exchange of a Global Security or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture and the procedures of the Depositary therefor of the Depositary.
(d) The Company, any other obligor upon the Securities or the Trustee, in the discretion of any of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Security, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 13.3.
(eF) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on the transfer of any interest in any Securities imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global SecuritySecurity and transfers made by Affiliates of the Company) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(fG) Neither the Trustee nor any Securities Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (BPZ Resources, Inc.)
ENTRY PROVISIONS FOR GLOBAL SECURITIES. (aA) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Security or the nominee of such the Depositary, in each case for credit to the account of an Agent Member, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear a legend legends as set forth in Section 2.3. Neither the Company, the Trustee, the Paying Agent, nor any other agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSECTION 2.17. Members of, or participants in, the Depositary (“Agent Members”"PARTICIPANTS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under such the Global Security. The , and the Depositary may be treated by the Company, the Trustee and the Securities Agent and any other obligor upon agent of the SecuritiesCompany, the Trustee and any agent of any of them the Securities Agent as the absolute owner of such the Global Security for all purposes whatsoeverwhatsoever and the beneficial owners of the Securities will be entitled only to those rights and benefits afforded to them in accordance with the Depositary's regular operating procedures. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Securities Agent or any other obligor upon agent of the SecuritiesCompany, the Trustee or any agent of any of them the Securities Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depositary, or its nominee, as the case may be, or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial owner Holder of any Security. The registered holder of a Global Security 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 Securities.
(bB) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole whole, but not in part, to the Depositary, its successors or their respective nominees. In addition, Physical Securities shall be transferred to all beneficial owners, as identified by the Depositary, in exchange for their beneficial interests in Global Securities only if (i) the Depositary notifies the Company that the Depositary is unwilling or unable to continue as depositary for any Global Security (or the Depositary ceases to be a "clearing agency" registered under Section 17A of the Exchange Act) and a successor Depositary is not appointed by the Company within ninety (90) days of such notice or cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary to issue Physical Securities.
(cC) The In connection with the transfer and exchange of a Global Security or in its entirety to beneficial interests therein owners pursuant to SECTION 2.15(B), such Global Security shall be effected through deemed to be surrendered to the DepositaryTrustee for cancellation, in accordance with this Indenture and the procedures of Company shall execute, and the Depositary therefor of the Depositary.
(d) The Company, any other obligor Trustee shall upon the Securities or the Trustee, in the discretion of any of them, may treat as the Act receipt of a Holder any instrument or writing of any Person that is Company Order authenticate and deliver, to each beneficial owner identified by the Depositary as the owner of a in exchange for its beneficial interest in the such Global Security, provided that the fact and date an equal aggregate principal amount of the execution Physical Securities of such instrument or writing is proved in accordance with Section 13.3authorized denominations.
(eD) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Any Physical Security constituting a Restricted Security delivered in exchange for an interest in any a Global Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Securitypursuant to SECTION 2.15(B) other than to require delivery of such certificates and other documentation or evidence shall, except as are expressly required by, and to do so if and when expressly required otherwise provided by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(f) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.SECTION 2.16,
Appears in 1 contract
Samples: Indenture (LDK Solar Co., Ltd.)
ENTRY PROVISIONS FOR GLOBAL SECURITIES. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Security or the nominee of such Depositary, in each case for credit to the account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear a legend legends as set forth in Section 2.3. Neither the Company, the Trustee, the Paying Agent, nor any other agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests217. Members of, or participants in, the Depositary (“Agent Members”"PARTICIPANTS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under such the Global Security. The , and the Depositary may 12 be treated by the Company, any other obligor upon the Securities, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Securities, the Trustee or any agent of any of them 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 MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial owner Holder of any Security. The registered holder of a Investors in the Regulation S Global Security may grant proxies hold their interests in the Regulation S Global Security through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. After the expiration of the Restricted Period (but not earlier), investors in the Regulation S Global Security may also hold such interests through organizations other than Euroclear or Clearstream that are participants in the Depositary's system. Euroclear and otherwise authorize any PersonClearstream will hold interests in the Regulation S Global Security on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositories, which, in turn, will hold such interests in the Regulation S Global Security in customer's securities accounts in the depositories' names on the books of the Depositary. All interests in a Global Security, including Agent Members those held through Euroclear or Clearstream, may be subject to the procedures and Persons requirements of the Depositary. Those interests held through Euroclear and Clearstream will be subject to the procedures and requirements of such systems. As used herein, the term "RESTRICTED PERIOD" means the period of 40 consecutive days beginning on and including the first day after the later of (i) the day that may hold interests through Agent Members, UBS Warburg LLC advises the Company and the Trustee in writing of the day on which the Securities are first offered to take any action that a Holder is entitled to take under this Indenture or persons other than distributors (as defined in Regulation S) and (ii) the original Issue Date of the Securities.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole to the Depositary, its successors or their respective nominees.
(c) The transfer and exchange of a Global Security or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture and the procedures of the Depositary therefor of the Depositary.
(d) The Company, any other obligor upon the Securities or the Trustee, in the discretion of any of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Security, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 13.3.
(e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(f) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Axcan Pharma Inc)
ENTRY PROVISIONS FOR GLOBAL SECURITIES. (ai) Each The Global Security Securities initially shall (iA) be registered in the name of the Depositary for such Global Security or the nominee of such Depositary, in each case for credit to the account of an Agent Member, (iiB) be delivered to deposited with, or on behalf of, the Trustee Depositary or with the Trustee, as custodian for such Depositary and the Depositary, (iiiC) bear a legend as the Global Security legends set forth in Section 2.32.1(c). Neither The Depositary shall be DTC unless the Company, Company appoints a successor Depositary by delivery of a Company Order to the Trustee, Trustee specifying such successor Depositary.
(ii) The Depositary or its nominee shall be the Paying Agent, nor any other agent Holder of the Global Securities, and owners of beneficial interests in the Securities represented by the Global Securities shall hold such interest pursuant to the Applicable Procedures. Any such owner's beneficial ownership of any such Securities will be shown only -39- on, and the transfer of such ownership interest shall be effected only through, records maintained by the Depositary or its nominee.
(iii) All payments on a Global Security will be made to the Depositary or its nominee, as the case may be, as the registered owner and Holder of such Global Security. The Company shall have will be fully discharged by payment to or to the order of such Depositary from any responsibility or liability in respect of each amount so paid.
(iv) Unless and until it is exchanged in whole or in part for any aspect a Global Security in certificated form, a Global Security may not be transferred except as a whole by the Depositary or nominee thereof to another nominee of the Depositary or to a successor of Depositary or a nominee of such successor.
(v) Owners of beneficial interests in Global Securities shall be entitled or required, as the case may be, but only under the circumstances described in Section 2.1(d)(vii), to receive physical delivery of physical Securities.
(vi) Securities issued in exchange for a Global Security or any portion thereof pursuant to subsection (vii) of this Section shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records relating of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and delivery the Security issuable on such exchange to or payments made on account upon the order of the Depositary or an authorized representative thereof. In the event of the occurrence of any of the events specified in Section 2.1(d)(vii), the Company will promptly make available to the Trustee a reasonable supply of Definitive Securities in definitive form.
(vii) Definitive Securities shall be transferred to all beneficial ownership owners in exchange for their beneficial interests in a Global Security, (A) if DTC notifies the Company that it is unwilling or unable to continue to act as a clearing agency for the Global Security or ceases to be a "Clearing Agency" registered under the Exchange Act or (B) if the Depositary or the owner of a Book-Entry Interest so requests such exchange in writing delivered through the applicable Depositary following an Event of Default. In connection with a transfer of an entire Global Security to beneficial owners pursuant to this subsection (vii), the applicable Global Security shall be deemed to be surrendered to the Trustee for cancellation, -40- and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the applicable Depositary in exchange for its beneficial interest in the applicable Global Security, an equal aggregate principal amount of Definitive Securities, as the case may be, of authorized denominations. Definitive Securities shall also be issued in exchange for interests in Global Securities in connection with resales of Initial Securities or Additional Securities to IAIs. Upon any issuance of Definitive Securities in respect of less than the entire principal amount of a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by decrease the Depositary, or its custodian, or under such Global Security. The Depositary may be treated by the Company, any other obligor upon the Securities, the Trustee and any agent of any of them as the absolute owner aggregate principal amount of such Global Security for all purposes whatsoever. Notwithstanding by making appropriate notations in its records and on such Global Security so as to reflect a decrease equal to the foregoing, nothing herein shall prevent principal amount of Definitive Securities issued in relation to the Company, any other obligor upon the Securities, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished interests formerly represented by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise such Global Security.
(viii) Any beneficial interest in one of the rights Global Securities that is transferred to a person who takes delivery in the form of a an interest in another Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial owner of any Security. The registered holder of interests in such other Global Security for as long as it remains such an interest.
(ix) Any Definitive Securities delivered in exchange for an interest in a Global Security may grant proxies and pursuant to subsection (vii) above shall, except as otherwise authorize any Personprovided in Section 2.6 hereof, including Agent Members and Persons that may hold interests through Agent Membersbear the Restricted Securities Legend, unless such exchange is made on or after (A) an Initial Security or an Additional Security is sold pursuant to take any action that a Holder an effective registration statement, pursuant to the Registration Rights Agreement, (B) an Initial Security or an Additional Security is entitled to take under this Indenture or the Securities.
(b) Transfers of a Global Security shall be limited to transfers of such Global exchanged for an Exchange Security in whole the Exchange Offer under an effective registration statement, pursuant to the Depositary, its successors Registration Rights Agreement or their respective nominees(C) the Resale Restriction Termination Date.
(c) The transfer and exchange of a Global Security or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture and the procedures of the Depositary therefor of the Depositary.
(d) The Company, any other obligor upon the Securities or the Trustee, in the discretion of any of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Security, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 13.3.
(e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(f) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Cummins Inc)
ENTRY PROVISIONS FOR GLOBAL SECURITIES. (aA) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Security or the nominee of such the Depositary, in each case for credit to the account of an Agent Member, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear a legend legends as set forth in Section 2.3. Neither the Company, the Trustee, the Paying Agent, nor any other agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSECTION 2.17. Members of, or participants in, the Depositary (“Agent Members”"PARTICIPANTS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under such the Global Security. The , and the Depositary may be treated by the Company, the Trustee and the Securities Agent and any other obligor upon agent of the SecuritiesCompany, the Trustee and any agent of any of them the Securities Agent as the absolute owner of such the Global Security for all purposes whatsoeverwhatsoever and the beneficial owners of the Securities will be entitled only to those rights and benefits afforded to them in accordance with the Depositary's regular operating procedures. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Securities Agent or any other obligor upon agent of the SecuritiesCompany, the Trustee or any agent of any of them the Securities Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depositary, or its nominee, as the case may be, or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial owner Holder of any Security.
(B) Transfers of Global Securities shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. The In addition, Physical Securities shall be transferred to all beneficial owners, as identified by the Depositary, in exchange for their beneficial interests in Global Securities only if (i) the Depositary notifies the Company that the Depositary is unwilling or unable to continue as depositary for any Global Security (or the Depositary ceases to be a "clearing agency" registered holder under Section 17A of the Exchange Act) and a successor Depositary is not appointed by the Company within ninety (90) days of such notice or cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary to issue Physical Securities.
(C) In connection with the transfer of a Global Security in its entirety to beneficial owners pursuant to SECTION 2.15(B), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon receipt of a Company Order authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(D) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to SECTION 2.15(B) shall, except as otherwise provided by SECTION 2.16, bear the Private Placement Legend.
(E) The Holder of any Global Security may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, to take any action that which a Holder is entitled to take under this Indenture or the Securities.
(bF) Transfers of Notwithstanding any other provisions in this Indenture, so long as a security is a Global Security shall Security, the parties hereto will be limited to transfers of such Global Security in whole to bound at all times by the Depositary, its successors or their respective nominees.
(c) The transfer and exchange of a Global Security or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture and the applicable procedures of the Depositary therefor of the Depositary.
(d) The Company, any other obligor upon the Securities or the Trustee, in the discretion of any of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Security, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 13.3.
(e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global such Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(f) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 1 contract
ENTRY PROVISIONS FOR GLOBAL SECURITIES. (ai) Each Restricted Global Security initially shall (i) be registered in the name of a nominee of the Depositary and (ii) bear legends as set forth in paragraph (b) above. Each Regulation S Temporary Global Security initially shall (i) be registered in the name of a nominee of the Depositary for such Global Security or the nominee accounts of such DepositaryEuroclear Bank, in each case for credit to S.A./N.V., as operator of the account of an Agent MemberEuroclear System ("EUROCLEAR") and Clearstream Banking, societe anonyme ("CLEARSTREAM"), (ii) be delivered to the Trustee as custodian for such on behalf of the Depositary and (iii) bear legends as set forth in paragraph (b) above. Each Regulation S Permanent Global Security initially shall (i) be registered in the name of a nominee of the Depositary, (ii) be delivered to the Trustee as custodian on behalf of the Depositary and (iii) bear the legend as set forth in Section 2.3subparagraph (b)(ii) above. Neither Prior to the CompanyOffshore Securities Exchange Date, interests in the TrusteeRegulation S Temporary Global Security may only be held through Euroclear and Clearstream. Following the Offshore Securities Exchange Date, interests in the Paying Agent, nor Regulation S Permanent Global Security may be held by any other agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members member of, or participants in, the Depositary (“"AGENT MEMBERS"). Agent Members”) Members shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under such the Global Security. The , and the Depositary may be treated by the Company, any other obligor upon the Securities, the Trustee and any agent of any of them as the absolute owner of such Global Security for all purposes whatsoeverwhatsoever including, without limitation, the giving of notices and action upon instructions. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Securities, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization authoriza- tion furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner Holder of any Global Security. The registered holder of a Global Security 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 Securities.
(bii) Transfers Except as provided in paragraph (c)(iv), transfers of a Global Security shall be limited to transfers of such Global Security in whole whole, but not in part, to the Depositary, its successors or their respective nominees. Certificated Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in any Restricted Global Security or Regulation S Global Security, respectively, if (i) the Company notifies the Trustee that DTC is unwilling or unable to continue as Depositary for such Restricted Global Security or Regulation S Global Security, as the case may be, and a successor depository is not appointed by the Company within 90 days of such notice, (ii) the Company, in its sole discretion, shall so request or (iii) an Event of Default has occurred and is continuing and the Registrar shall have received a request from the Depositary to issue such Certificated Securities.
(ciii) The Any beneficial interest in one of the Global Securities that is transferred to a Person who takes delivery in the form of an interest in another Global Security will, upon transfer, cease to be an interest in such Global Security previously held and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and exchange other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(iv) In connection with the transfer of a an entire Restricted Global Security or Regulation S Global Security to beneficial interests therein owners pursuant to the second sentence of subparagraph (ii) of this paragraph, the Restricted Global Security or Regulation S Global Security, as the case may be, shall be effected through 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 the Depositary in exchange for its beneficial interest, as notified by the Depositary, in accordance with this Indenture and such Restricted Global Security or Regulation S Global Security, as the procedures case may be, an equal aggregate principal amount of the Depositary therefor Certificated Securities of the Depositaryauthorized denominations.
(dv) The CompanyAny Certificated Security delivered in exchange for an interest in a Restricted Global Security pursuant to subparagraph (ii) or (iv) of this paragraph (c) shall, any other obligor upon except as otherwise provided by paragraph (d)(iii), bear the Securities or the Trustee, in the discretion of any of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Security, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 13.3Legend.
(e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(f) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Schuler Homes Inc)
ENTRY PROVISIONS FOR GLOBAL SECURITIES. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Security or the nominee of such Depositary, in each case for credit to the account of an Agent Member, (ii) be delivered to deposited with, or on behalf of, the Depositary or with the Trustee as custodian for such Depositary and (iii) bear a legend legends as set forth in Section 2.3. Neither the Company, the Trustee, the Paying Agent, nor any other agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsExhibits A and B hereto. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under such Global Security. The , and the Depositary may be treated by the Company, any other obligor upon the Securities, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Securities, the Trustee or any agent of any of them the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner holder of any Security. The registered holder of a Global Security 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 Securities.
(b) Transfers Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security shall in whole or in part may be limited to transfers registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered as such under the Exchange Act, and in either case the Company fails to appoint a successor Depositary, (ii) the Company, at its option, executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Securities in certificated form and that all Global Securities shall be exchanged in whole to for Securities that are not Global Securities (in which case, such exchange shall be effected by the Depositary, its successors Trustee) or their respective nominees(iii) there shall have occurred and be continuing an Event of Default or any Default.
(c) The transfer and exchange of a If any Global Security is to be exchanged for other Securities or beneficial interests therein canceled in whole, it shall be effected through surrendered by or on behalf of the DepositaryDepositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to this Indenture Section 306(c) and as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the procedures order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to conclusively rely upon any order, direction or request of the Depositary therefor of or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the DepositaryApplicable Procedures.
(d) The CompanyEvery Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any other obligor upon the Securities portion thereof, whether pursuant to this Article Three or the Trusteeotherwise, shall be authenticated and delivered in the discretion of any of themform of, may treat as the Act of and shall be, a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Security, provided that unless such Security is registered in the fact and date name of a Person other than the execution of Depositary for such instrument Global Security or writing is proved in accordance with Section 13.3a nominee thereof.
(e) The Trustee Depositary or its nominee, as registered owner of a Global Security, shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed be the Holder of such Global Security for all purposes under this Indenture or under applicable law with respect and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of any such interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required byshall be effected only through, and to do so if and when expressly required records maintained by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofDepositary or its nominee or its Agent Members.
(f) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Republic Services Inc)
ENTRY PROVISIONS FOR GLOBAL SECURITIES. (a) Each The U.S. Global Security initially and Offshore Global Security shall (i) be registered in the name of the Depositary for such Global Security Securities or the nominee of such Depositary, in each case for credit to the account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear a legend legends as set forth in Section 2.3. Neither the Company, the Trustee, the Paying Agent, nor any other agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests202. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under such any Global Security. The , and the Depositary may be treated by the Company, any other obligor upon the Securities, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Securities, the Trustee or any agent of any of them 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 governing the exercise of the rights of a beneficial owner ownership of any Security. The registered holder of a Global Security 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 Securities.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Security may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 307. In addition, U.S. Physical Securities or Offshore Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Security or the Offshore Global Security, respectively, if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the U.S. Global Security or the Offshore Global Security, as the case may be, or the Depositary ceases to be a "Clearing Agency" registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days or (ii) an Event of Default has occurred and Holders of more than 25% in aggregate principal amount of the Securities at the time outstanding represented by the Global Securities advise the Trustee through the Depositary in writing that the continuation of a book-entry system through the Depositary with respect to the Global Securities is no longer required.
(c) The transfer and exchange Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in the other Global Security or will, upon transfer, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture and the procedures of the Depositary therefor of the Depositarysuch other Global Security for as long as it remains such an interest.
(d) The Company, In connection with any other obligor upon transfer pursuant to paragraph (b) of this Section of a portion of the Securities or the Trustee, beneficial interests in the discretion U.S. Global Security to beneficial owners who are required to hold U.S. Physical Securities, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of any the U.S. Global Security in an amount equal to the principal amount at maturity of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the U.S. Global SecuritySecurity to be transferred, provided that and the fact Company shall execute, and date the Trustee shall authenticate and deliver, one or more U.S. Physical Securities of the execution of such instrument or writing is proved in accordance with Section 13.3like tenor and amount.
(e) The In connection with the transfer of the entire U.S. Global Security or Offshore Global Security to beneficial owners pursuant to paragraph (b) of this Section, the U.S. Global Security or Offshore Global Security, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall have no obligation or duty authenticate and deliver, to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any each beneficial owner identified by the Depositary in exchange for its beneficial interest in any the U.S. Global Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Offshore Global Security) other than to require delivery , as the case may be, an equal aggregate principal amount at maturity of such certificates and other documentation U.S. Physical Securities or evidence Offshore Physical Securities, as are expressly required bythe case may be, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofof authorized denominations.
(f) Neither Any U.S. Physical Security delivered in exchange for an interest in the U.S. Global Security pursuant to paragraph (b) or (d) of this Section shall, except as otherwise provided by paragraph (a)(i)(x) or paragraph (e) of Section 307, bear the legend regarding transfer restrictions applicable to the U.S. Physical Security set forth in Section 202.
(g) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.
(h) Beneficial owners of interests in a Global Security may receive Physical Securities (which shall bear the Private Placement Legend if required by Section 202) in accordance with the procedures of the Depositary. In connection with the execution, authentication and delivery of such Physical Securities, the Registrar shall reflect on its books and records a decrease in the principal amount at maturity of the relevant Global Security equal to the principal amount at maturity of such Physical Securities and the Company shall execute and the Trustee nor any Agent shall have any responsibility authenticate and deliver one or liability for any actions taken or not taken by the Depositarymore Physical Securities having an equal aggregate principal amount at maturity.
Appears in 1 contract
Samples: Indenture (Inter Act Systems Inc)
