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.
Appears in 4 contracts
Samples: Fourth Supplemental Indenture (Southwest Gas Corp), Third Supplemental Indenture (Southwest Gas Corp), Second Supplemental Indenture (Southwest Gas Corp)
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 the relevant series 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 the relevant series 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.
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Samples: Indenture (Southwest Gas Corp), Indenture (Southwest Gas Corp)
ENTRY PROVISIONS. (i) This Section 2.01(d2.1(d) shall apply only to Global Notes Securities deposited with the Trustee, as custodian Note Custodian for DTCthe Depositary.
(ii) Each Global Note Security initially shall (x) be registered in the name of DTC the Depositary for such Global Security or the nominee of DTCthe Depositary, (y) be delivered to the Trustee as custodian for DTC Note Custodian and (z) bear the legend legends as set forth in Section 2.01(c2.1(c).
(iii) Members of, or participants in, DTC the Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC Note Custodian or under such Global NoteSecurity, and DTC shall 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 Security 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, the Depositary or (y) impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global NoteSecurity.
(iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (e) of this Section 2.01 to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian Trustee shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes Securities of like tenor and amount.
(v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to subsection (e) of this Section 2.01Section, such Global Note Security 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 the Depositary in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities 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.
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