Form, Exchange and Transfer. If any debt securities cease to be issued in registered global form, they will be issued only in fully registered form, without interest coupons and, unless we indicate otherwise in the applicable prospectus supplement, in denominations of $1,000 and integral multiples of $1,000. Holders may exchange their debt securities for debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed. Holders may not exchange debt securities for securities of a different series or having different terms, unless permitted by the terms of that series and described in the applicable prospectus supplement. Holders may exchange or transfer their debt securities at the office of the trustee. They may also replace lost, stolen, destroyed or mutilated debt securities at that office. We have appointed the trustee to act as our agent for registering debt securities in the names of holders and transferring and replacing debt securities. We may appoint another entity to perform these functions or perform them ourselves. Holders will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any debt securities. If we have designated additional transfer agents for a debt security, they will be named in the applicable prospectus supplement. We may appoint additional transfer agents or cancel the appointment of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts. If the debt securities of any series are redeemable and we redeem less than all those debt securities, we may block the transfer or exchange of those debt securities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers of or exchange any debt security selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemed. If a debt security is issued as a global debt security, only DTC or other depositary will be entitled to transfer and exchange the debt security as described in this subsection, since the depositary will be the sole holder of the debt security. The rules for exchange described above apply to exchange of debt securities for other debt securities of the same series and kind. If a debt security is convertible, exercisable or exchangeable into or for a different kind of security, such as one that we have not issued, or for other property, the rules governing that type of conversion, exercise or exchange will be described in the applicable prospectus supplement.
Appears in 2 contracts
Samples: Equity Distribution Agreement, Equity Distribution Agreement
Form, Exchange and Transfer. If any We will issue the debt securities cease to be issued in registered global form, they will be issued of each series only in fully registered form, form without interest coupons and, unless we indicate provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiples of $1,000multiple thereof. Holders The indenture provides that we may exchange their debt securities for issue debt securities of smaller denominations a series in temporary or combined into fewer permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or the DTC, or another depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities of larger denominationsa series are issued in global form and as book-entry, as long as a description of terms relating to any book-entry securities will be set forth in the total principal amount is not changedapplicable prospectus supplement. Holders may not exchange debt securities for securities At the option of a different series or having different termsthe holder, unless permitted by subject to the terms of that series the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount. Holders Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer their debt securities endorsed thereon duly executed if so required by us or the security registrar, at the office of the trusteesecurity registrar or at the office of any transfer agent designated by us for this purpose. They may also replace lost, stolen, destroyed or mutilated Unless otherwise provided in the debt securities at that officethe holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. We have appointed the trustee to act as our agent for registering debt securities will name in the names of holders applicable prospectus supplement the security registrar, and transferring and replacing any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may appoint another entity to perform these functions or perform them ourselves. Holders will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for at any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any debt securities. If we have designated additional transfer agents for a debt security, they will be named in the applicable prospectus supplement. We may appoint time designate additional transfer agents or cancel rescind the appointment designation of any particular transfer agent. We may also agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. If we elect to redeem the debt securities of any series are redeemable and we redeem less than all those debt securitiesseries, we may block will not be required to: • issue, register the transfer of, or exchange of those any debt securities of that series during the a period beginning at the opening of business 15 days before the day we mail the of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to ; or • register transfers the transfer of or exchange any debt security securities so selected for redemption, in whole or in part, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemedsecurities we are redeeming in part. If a debt security is issued The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a global debt securityprudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, only DTC or other depositary will be entitled the trustee is under no obligation to transfer and exchange the debt security as described in this subsection, since the depositary will be the sole holder exercise any of the debt security. The rules for exchange described above apply to exchange powers given it by the indenture at the request of any holder of debt securities for other debt securities of unless it is offered reasonable security and indemnity against the same series costs, expenses and kind. If a debt security is convertible, exercisable or exchangeable into or for a different kind of security, such as one liabilities that we have not issued, or for other property, the rules governing that type of conversion, exercise or exchange will be described in the applicable prospectus supplementit might incur.
Appears in 1 contract
Samples: Sales Agreement
Form, Exchange and Transfer. If any We will issue debt securities cease to be issued in registered global form, they will be issued only in fully registered form, without interest coupons coupons, and, unless otherwise specified in the prospectus supplement, only in denominations of $1,000 and any integral multiple thereof. The indentures provide that we indicate otherwise may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or another depositary named by us and identified in a prospectus supplement with respect to that series. We currently anticipate that the debt securities of each series offered and sold pursuant to this prospectus will be issued as global debt securities as described under “Global Securities” and will trade in book-entry form only. At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, in denominations the holder of $1,000 and integral multiples the debt securities of $1,000. Holders may any series can exchange their the debt securities for other debt securities of smaller denominations or combined into fewer debt securities the same series, in any authorized denomination and of larger denominations, as long as the total like tenor and aggregate principal amount is not changedamount. Holders may not exchange debt securities for securities of a different series or having different terms, unless permitted by Subject to the terms of that series the indentures and described the limitations applicable to global securities set forth in the applicable prospectus supplement. Holders , holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer their debt securities endorsed thereon duly executed if so required by us or the security registrar, at the office of the trusteesecurity registrar or at the office of any transfer agent designated by us for this purpose. They may also replace lost, stolen, destroyed or mutilated Unless otherwise provided in the debt securities at that officethe holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. We have appointed the trustee to act as our agent for registering debt securities will name in the names of holders applicable prospectus supplement the security registrar, and transferring and replacing any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may appoint another entity to perform these functions or perform them ourselves. Holders will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for at any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any debt securities. If we have designated additional transfer agents for a debt security, they will be named in the applicable prospectus supplement. We may appoint time designate additional transfer agents or cancel rescind the appointment designation of any particular transfer agent. We may also agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. If we elect to redeem the debt securities of any series are redeemable and we redeem less than all those debt securitiesseries, we may block will not be required to: ● issue, register the transfer or exchange of those any debt securities of any series being redeemed in part during the a period beginning at the opening of business 15 days before the day we mail the of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to ; or ● register transfers the transfer of or exchange any debt security securities so selected for redemption, in whole or in part, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemed. If a debt security is issued as a global debt security, only DTC or other depositary will be entitled to transfer and exchange the debt security as described securities we are redeeming in this subsection, since the depositary will be the sole holder of the debt security. The rules for exchange described above apply to exchange of debt securities for other debt securities of the same series and kind. If a debt security is convertible, exercisable or exchangeable into or for a different kind of security, such as one that we have not issued, or for other property, the rules governing that type of conversion, exercise or exchange will be described in the applicable prospectus supplementpart.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement
Form, Exchange and Transfer. If any issued, the debt securities cease to be issued in registered global form, they will be issued only in fully registered form, without interest coupons coupons, and, unless otherwise specified in the prospectus supplement, only in denominations of $1,000 and any integral multiple thereof. The indentures provide that we indicate otherwise may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or another depositary named by us and identified in a prospectus supplement with respect to that series. We currently anticipate that the debt securities of each series offered and sold pursuant to this prospectus will be issued as global debt securities as described under “Global Securities” and will trade in book-entry form only. At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, in denominations the holder of $1,000 and integral multiples the debt securities of $1,000. Holders may any series can exchange their the debt securities for other debt securities of smaller denominations or combined into fewer debt securities the same series, in any authorized denomination and of larger denominations, as long as the total like tenor and aggregate principal amount is not changedamount. Holders may not exchange debt securities for securities of a different series or having different terms, unless permitted by Subject to the terms of that series the indentures and described the limitations applicable to global securities set forth in the applicable prospectus supplement. Holders , holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer their debt securities endorsed thereon duly executed if so required by us or the security registrar, at the office of the trusteesecurity registrar or at the office of any transfer agent designated by us for this purpose. They may also replace lost, stolen, destroyed or mutilated Unless otherwise provided in the debt securities at that officethe holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. We have appointed the trustee to act as our agent for registering debt securities will name in the names of holders applicable prospectus supplement the security registrar, and transferring and replacing any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may appoint another entity to perform these functions or perform them ourselves. Holders will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for at any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any debt securities. If we have designated additional transfer agents for a debt security, they will be named in the applicable prospectus supplement. We may appoint time designate additional transfer agents or cancel rescind the appointment designation of any particular transfer agent. We may also agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. If we elect to redeem the debt securities of any series are redeemable and we redeem less than all those debt securitiesseries, we may block will not be required to: • issue, register the transfer or exchange of those any debt securities of any series being redeemed in part during the a period beginning at the opening of business 15 days before the day we mail the of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to ; or • register transfers the transfer of or exchange any debt security securities so selected for redemption, in whole or in part, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemed. If a debt security is issued as a global debt security, only DTC or other depositary will be entitled to transfer and exchange the debt security as described securities we are redeeming in this subsection, since the depositary will be the sole holder of the debt security. The rules for exchange described above apply to exchange of debt securities for other debt securities of the same series and kind. If a debt security is convertible, exercisable or exchangeable into or for a different kind of security, such as one that we have not issued, or for other property, the rules governing that type of conversion, exercise or exchange will be described in the applicable prospectus supplementpart.
Appears in 1 contract
Samples: Sales Agreement
Form, Exchange and Transfer. If any We will issue the debt securities cease to be issued in registered global form, they will be issued of each series only in fully registered form, form without interest coupons and, unless we indicate otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral multiples of $1,000multiple thereof. Holders The indentures provide that we may exchange their debt securities for issue debt securities of smaller denominations a series in temporary or combined into fewer debt permanent global form and as book- entry securities that will be deposited with, or on behalf of, The Depository Trust Company or another depositary named by us and identified in a prospectus supplement with respect to that series. At the option of larger denominationsthe holder, as long as the total principal amount is not changed. Holders may not exchange debt securities for securities of a different series or having different terms, unless permitted by subject to the terms of that series the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount. Holders Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer their debt securities endorsed thereon duly executed if so required by us or the security registrar, at the office of the trusteesecurity registrar or at the office of any transfer agent designated by us for this purpose. They may also replace lost, stolen, destroyed or mutilated Unless otherwise provided in the debt securities at that officethe holder presents for transfer or exchange or in the applicable indenture, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. We have appointed the trustee to act as our agent for registering debt securities will name in the names of holders applicable prospectus supplement the security registrar, and transferring and replacing any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may appoint another entity to perform these functions or perform them ourselves. Holders will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for at any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any debt securities. If we have designated additional transfer agents for a debt security, they will be named in the applicable prospectus supplement. We may appoint time designate additional transfer agents or cancel rescind the appointment designation of any particular transfer agent. We may also agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. If we elect to redeem the debt securities of any series are redeemable and we redeem less than all those debt securitiesseries, we may block will not be required to: ● issue, register the transfer of, or exchange of those any debt securities of that series during the a period beginning at the opening of business 15 days before the day we mail the of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to ; or ● register transfers the transfer of or exchange any debt security securities so selected for redemption, in whole or in part, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemedsecurities we are redeeming in part. If a debt security is issued The debenture trustee, other than during the occurrence and continuance of an event of default under the applicable indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the debenture trustee under such indenture must use the same degree of care as a global debt securityprudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, only DTC or other depositary will be entitled the debenture trustee is under no obligation to transfer and exchange the debt security as described in this subsection, since the depositary will be the sole holder exercise any of the debt security. The rules for exchange described above apply to exchange powers given it by the indentures at the request of any holder of debt securities for other debt securities of unless it is offered reasonable security and indemnity against the same series costs, expenses and kind. If a debt security is convertible, exercisable or exchangeable into or for a different kind of security, such as one liabilities that we have not issued, or for other property, the rules governing that type of conversion, exercise or exchange will be described in the applicable prospectus supplementit might incur.
Appears in 1 contract
Samples: Equity Distribution Agreement
Form, Exchange and Transfer. If any We will issue the debt securities cease to be issued in registered global form, they will be issued of each series only in fully registered form, form without interest coupons and, unless we indicate otherwise specify in the applicable prospectus supplementsupplement or free writing prospectus, in denominations of $1,000 and any integral multiples of $1,000multiple thereof. Holders The indentures provide that we may exchange their debt securities for issue debt securities of smaller denominations a series in temporary or combined into fewer debt permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company or another depository named by us and identified in a prospectus supplement or free writing prospectus with respect to that series. At the option of larger denominationsthe holder, as long as the total principal amount is not changed. Holders may not exchange debt securities for securities of a different series or having different terms, unless permitted by subject to the terms of that series the indentures and the limitations applicable to global securities described in the applicable prospectus supplementsupplement or free writing prospectus, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount. Holders Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement or free writing prospectus, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer their debt securities endorsed thereon duly executed if so required by us or the security registrar, at the office of the trusteesecurity registrar or at the office of any transfer agent designated by us for this purpose. They may also replace lost, stolen, destroyed or mutilated Unless otherwise provided in the debt securities at that officethe holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. We have appointed the trustee to act as our agent for registering debt securities will name in the names of holders applicable prospectus supplement or free writing prospectus the security registrar, and transferring and replacing any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may appoint another entity to perform these functions or perform them ourselves. Holders will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for at any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any debt securities. If we have designated additional transfer agents for a debt security, they will be named in the applicable prospectus supplement. We may appoint time designate additional transfer agents or cancel rescind the appointment designation of any particular transfer agent. We may also agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. If we elect to redeem the debt securities of any series are redeemable and we redeem less than all those debt securitiesseries, we may block will not be required to: • issue, register the transfer of, or exchange of those any debt securities of that series during the a period beginning at the opening of business 15 days before the day we mail the of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to ; or • register transfers the transfer of or exchange any debt security securities so selected for redemption, in whole or in part, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemed. If a debt security is issued as a global debt security, only DTC or other depositary will be entitled to transfer and exchange the debt security as described securities we are redeeming in this subsection, since the depositary will be the sole holder of the debt security. The rules for exchange described above apply to exchange of debt securities for other debt securities of the same series and kind. If a debt security is convertible, exercisable or exchangeable into or for a different kind of security, such as one that we have not issued, or for other property, the rules governing that type of conversion, exercise or exchange will be described in the applicable prospectus supplementpart.
Appears in 1 contract
Samples: Capital on Demand Sales Agreement
Form, Exchange and Transfer. If any issued, the debt securities cease to be issued in registered global form, they will be issued only in fully registered form, without interest coupons coupons, and, unless otherwise specified in the prospectus supplement, only in denominations of $1,000 and any integral multiple thereof. The indentures provide that we indicate otherwise may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or another depositary named by us and identified in a prospectus supplement with respect to that series. We currently anticipate that the debt securities of each series offered and sold pursuant to this prospectus will be issued as global debt securities as described under “Global Securities” and will trade in book-entry form only. At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, in denominations the holder of $1,000 and integral multiples the debt securities of $1,000. Holders may any series can exchange their the debt securities for other debt securities of smaller denominations or combined into fewer debt securities the same series, in any authorized denomination and of larger denominations, as long as the total like tenor and aggregate principal amount is not changedamount. Holders may not exchange debt securities for securities of a different series or having different terms, unless permitted by Subject to the terms of that series the indentures and described the limitations applicable to global securities set forth in the applicable prospectus supplement. Holders , holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer their debt securities endorsed thereon duly executed if so required by us or the security registrar, at the office of the trusteesecurity registrar or at the office of any transfer agent designated by us for this purpose. They may also replace lost, stolen, destroyed or mutilated Unless otherwise provided in the debt securities at that officethe holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. We have appointed the trustee to act as our agent for registering debt securities will name in the names of holders applicable prospectus supplement the security registrar, and transferring and replacing any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may appoint another entity to perform these functions or perform them ourselves. Holders will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for at any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any debt securities. If we have designated additional transfer agents for a debt security, they will be named in the applicable prospectus supplement. We may appoint time designate additional transfer agents or cancel rescind the appointment designation of any particular transfer agent. We may also agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. If we elect to redeem the debt securities of any series are redeemable and we redeem less than all those debt securitiesseries, we may block will not be required to: ● issue, register the transfer or exchange of those any debt securities of any series being redeemed in part during the a period beginning at the opening of business 15 days before the day we mail the of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to ; or ● register transfers the transfer of or exchange any debt security securities so selected for redemption, in whole or in part, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemed. If a debt security is issued as a global debt security, only DTC or other depositary will be entitled to transfer and exchange the debt security as described securities we are redeeming in this subsection, since the depositary will be the sole holder of the debt security. The rules for exchange described above apply to exchange of debt securities for other debt securities of the same series and kind. If a debt security is convertible, exercisable or exchangeable into or for a different kind of security, such as one that we have not issued, or for other property, the rules governing that type of conversion, exercise or exchange will be described in the applicable prospectus supplementpart.
Appears in 1 contract
Samples: Equity Distribution Agreement
Form, Exchange and Transfer. If any We will issue the debt securities cease to be issued in registered global form, they will be issued of each series only in fully registered form, form without interest coupons and, unless we indicate provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiples of $1,000multiple thereof. Holders The indenture provides that we may exchange their debt securities for issue debt securities of smaller denominations a series in temporary or combined into fewer permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or another depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities of larger denominationsa series are issued in global form and as book-entry, as long as a description of terms relating to any book-entry securities will be set forth in the total principal amount is not changedapplicable prospectus supplement. Holders may not exchange debt securities for securities At the option of a different series or having different termsthe holder, unless permitted by subject to the terms of that series the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount. Holders Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer their debt securities endorsed thereon duly executed if so required by us or the security registrar, at the office of the trusteesecurity registrar or at the office of any transfer agent designated by us for this purpose. They may also replace lost, stolen, destroyed or mutilated Unless otherwise provided in the debt securities at that officethe holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. We have appointed the trustee to act as our agent for registering debt securities will name in the names of holders applicable prospectus supplement the security registrar, and transferring and replacing any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may appoint another entity to perform these functions or perform them ourselves. Holders will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for at any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any debt securities. If we have designated additional transfer agents for a debt security, they will be named in the applicable prospectus supplement. We may appoint time designate additional transfer agents or cancel rescind the appointment designation of any particular transfer agent. We may also agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. If we elect to redeem the debt securities of any series are redeemable and we redeem less than all those debt securitiesseries, we may block will not be required to: • issue, register the transfer of, or exchange of those any debt securities of that series during the a period beginning at the opening of business 15 days before the day we mail the of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to ; or • register transfers the transfer of or exchange of any debt security securities so selected for redemption, in whole or in part, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemedsecurities we are redeeming in part. If a debt security is issued The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a global debt securityprudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, only DTC or other depositary will be entitled the trustee is under no obligation to transfer and exchange the debt security as described in this subsection, since the depositary will be the sole holder exercise any of the debt security. The rules for exchange described above apply to exchange powers given it by the indenture at the request of any holder of debt securities for other debt securities of unless it is offered reasonable security and indemnity against the same series costs, expenses and kind. If a debt security is convertible, exercisable or exchangeable into or for a different kind of security, such as one liabilities that we have not issued, or for other property, the rules governing that type of conversion, exercise or exchange will be described in the applicable prospectus supplementit might incur.
Appears in 1 contract
Samples: Open Market Sale Agreement
Form, Exchange and Transfer. If any We will issue the debt securities cease to be issued in registered global form, they will be issued of each series only in fully registered form, form without interest coupons and, unless we indicate provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiples of $1,000multiple thereof. Holders The indenture provides that we may exchange their debt securities for issue debt securities of smaller denominations a series in temporary or combined into fewer permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or another depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities of larger denominationsa series are issued in global form and as book-entry, as long as a description of terms relating to any book-entry securities will be set forth in the total principal amount is not changedapplicable prospectus supplement. Holders may not exchange debt securities for securities At the option of a different series or having different termsthe holder, unless permitted by subject to the terms of that series the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount. Holders Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer their debt securities endorsed thereon duly executed if so required by us or the security registrar, at the office of the trusteesecurity registrar or at the office of any transfer agent designated by us for this purpose. They may also replace lost, stolen, destroyed or mutilated Unless otherwise provided in the debt securities at that officethe holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. We have appointed the trustee to act as our agent for registering debt securities will name in the names of holders applicable prospectus supplement the security registrar, and transferring and replacing any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may appoint another entity to perform these functions or perform them ourselves. Holders will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for at any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any debt securities. If we have designated additional transfer agents for a debt security, they will be named in the applicable prospectus supplement. We may appoint time designate additional transfer agents or cancel rescind the appointment designation of any particular transfer agent. We may also agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. If we elect to redeem the debt securities of any series are redeemable and we redeem less than all those debt securitiesseries, we may block will not be required to: • issue, register the transfer of, or exchange of those any debt securities of that series during the a period beginning at the opening of business 15 days before the day we mail the of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to ; or • register transfers the transfer of or exchange any debt security securities so selected for redemption, in whole or in part, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemedsecurities we are redeeming in part. If a debt security is issued The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a global debt securityprudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, only DTC or other depositary will be entitled the trustee is under no obligation to transfer and exchange the debt security as described in this subsection, since the depositary will be the sole holder exercise any of the debt security. The rules for exchange described above apply to exchange powers given it by the indenture at the request of any holder of debt securities for other debt securities of unless it is offered reasonable security and indemnity against the same series costs, expenses and kind. If a debt security is convertible, exercisable or exchangeable into or for a different kind of security, such as one liabilities that we have not issued, or for other property, the rules governing that type of conversion, exercise or exchange will be described in the applicable prospectus supplementit might incur.
Appears in 1 contract
Samples: Open Market Sale Agreement
Form, Exchange and Transfer. If any We will issue the debt securities cease to be issued in registered global form, they will be issued of each series only in fully registered form, form without interest coupons and, unless we indicate provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiples of $1,000multiple thereof. Holders The indenture provides that we may exchange their debt securities for issue debt securities of smaller denominations a series in temporary or combined into fewer permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or another depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities of larger denominationsa series are issued in global form and as book-entry, as long as a description of terms relating to any book-entry securities will be set forth in the total principal amount is not changedapplicable prospectus supplement. Holders may not exchange debt securities for securities At the option of a different series or having different termsthe holder, unless permitted by subject to the terms of that series the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount. Holders Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer their debt securities endorsed thereon duly executed if so required by us or the security registrar, at the office of the trusteesecurity registrar or at the office of any transfer agent designated by us for this purpose. They may also replace lost, stolen, destroyed or mutilated Unless otherwise provided in the debt securities at that officethe holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. We have appointed the trustee to act as our agent for registering debt securities will name in the names of holders applicable prospectus supplement the security registrar, and transferring and replacing any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may appoint another entity to perform these functions or perform them ourselves. Holders will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for at any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any debt securities. If we have designated additional transfer agents for a debt security, they will be named in the applicable prospectus supplement. We may appoint time designate additional transfer agents or cancel rescind the appointment designation of any particular transfer agent. We may also agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. If we elect to redeem the debt securities of any series are redeemable and we redeem less than all those debt securitiesseries, we may block will not be required to: · issue, register the transfer of, or exchange of those any debt securities of that series during the a period beginning at the opening of business 15 days before the day we mail the of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to ; or · register transfers the transfer of or exchange any debt security securities so selected for redemption, in whole or in part, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemedsecurities we are redeeming in part. If a debt security is issued The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a global debt securityprudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, only DTC or other depositary will be entitled the trustee is under no obligation to transfer and exchange the debt security as described in this subsection, since the depositary will be the sole holder exercise any of the debt security. The rules for exchange described above apply to exchange powers given it by the indenture at the request of any holder of debt securities for other debt securities of unless it is offered reasonable security and indemnity against the same series costs, expenses and kind. If a debt security is convertible, exercisable or exchangeable into or for a different kind of security, such as one liabilities that we have not issued, or for other property, the rules governing that type of conversion, exercise or exchange will be described in the applicable prospectus supplementit might incur.
Appears in 1 contract
Samples: At the Market Offering Agreement
Form, Exchange and Transfer. If any We will issue the debt securities cease to be issued in registered global form, they will be issued of each series only in fully registered form, form without interest coupons and, unless we indicate provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiples of $1,000multiple thereof. Holders The indenture provides that we may exchange their debt securities for issue debt securities of smaller denominations a series in temporary or combined into fewer permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company (“DTC”) or another depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities of larger denominationsa series are issued in global form and as book-entry, as long as a description of terms relating to any book-entry securities will be set forth in the total principal amount is not changedapplicable prospectus supplement. Holders may not exchange debt securities for securities At the option of a different series or having different termsthe holder, unless permitted by subject to the terms of that series the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount. Holders Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer their debt securities endorsed thereon duly executed if so required by us or the security registrar, at the office of the trusteesecurity registrar or at the office of any transfer agent designated by us for this purpose. They may also replace lost, stolen, destroyed or mutilated Unless otherwise provided in the debt securities at that officethe holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. We have appointed the trustee to act as our agent for registering debt securities will name in the names of holders applicable prospectus supplement the security registrar, and transferring and replacing any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may appoint another entity to perform these functions or perform them ourselves. Holders will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for at any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any debt securities. If we have designated additional transfer agents for a debt security, they will be named in the applicable prospectus supplement. We may appoint time designate additional transfer agents or cancel rescind the appointment designation of any particular transfer agent. We may also agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. If we elect to redeem the debt securities of any series are redeemable and we redeem less than all those debt securitiesseries, we may block will not be required to: • issue, register the transfer of, or exchange of those any debt securities of that series during the a period beginning at the opening of business 15 days before the day we mail the of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to ; or • register transfers the transfer of or exchange any debt security securities so selected for redemption, in whole or in part, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemedsecurities we are redeeming in part. If a debt security is issued The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a global debt securityprudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, only DTC or other depositary will be entitled the trustee is under no obligation to transfer and exchange the debt security as described in this subsection, since the depositary will be the sole holder exercise any of the debt security. The rules for exchange described above apply to exchange powers given it by the indenture at the request of any holder of debt securities for other debt securities of unless it is offered reasonable security and indemnity against the same series costs, expenses and kind. If a debt security is convertible, exercisable or exchangeable into or for a different kind of security, such as one liabilities that we have not issued, or for other property, the rules governing that type of conversion, exercise or exchange will be described in the applicable prospectus supplementit might incur.
Appears in 1 contract
Samples: Equity Distribution Agreement
Form, Exchange and Transfer. If any We will issue the debt securities cease to be issued in registered global form, they will be issued of each series only in fully registered form, form without interest coupons and, unless we indicate provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiples of $1,000multiple thereof. Holders The indenture will provide that we may exchange their debt securities for issue debt securities of smaller denominations a series in temporary or combined into fewer permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company or another depositary named by us and identified in a prospectus supplement with respect to that series. To the extent the debt securities of larger denominationsa series are issued in global form and as book-entry, as long as a description of terms relating thereto will be set forth in the total principal amount is not changedapplicable prospectus supplement. Holders may not exchange debt securities for securities At the option of a different series or having different termsthe holder, unless permitted by subject to the terms of that series the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount. Holders Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer their debt securities endorsed thereon duly executed if so required by us or the security registrar, at the office of the trusteesecurity registrar or at the office of any transfer agent designated by us for this purpose. They may also replace lost, stolen, destroyed or mutilated Unless otherwise provided in the debt securities at that officethe holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. We have appointed the trustee to act as our agent for registering debt securities will name in the names of holders applicable prospectus supplement the security registrar, and transferring and replacing any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may appoint another entity to perform these functions or perform them ourselves. Holders will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for at any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any debt securities. If we have designated additional transfer agents for a debt security, they will be named in the applicable prospectus supplement. We may appoint time designate additional transfer agents or cancel rescind the appointment designation of any particular transfer agent. We may also agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. If we elect to redeem the debt securities of any series are redeemable and we redeem less than all those debt securitiesseries, we may block will not be required to: • issue, register the transfer of, or exchange of those any debt securities of that series during the a period beginning at the opening of business 15 days before the day we mail the of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to ; or • register transfers the transfer of or exchange any debt security securities so selected for redemption, in whole or in part, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemedsecurities we are redeeming in part. If a debt security is issued The trustee, other than during the occurrence and continuance of an event of default under an indenture will undertake to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a global debt securityprudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, only DTC or other depositary will be entitled the trustee is under no obligation to transfer and exchange the debt security as described in this subsection, since the depositary will be the sole holder exercise any of the debt security. The rules for exchange described above apply to exchange powers given it by the indenture at the request of any holder of debt securities for other debt securities of unless it is offered reasonable security and indemnity against the same series costs, expenses and kind. If a debt security is convertible, exercisable or exchangeable into or for a different kind of security, such as one liabilities that we have not issued, or for other property, the rules governing that type of conversion, exercise or exchange will be described in the applicable prospectus supplementit might incur.
Appears in 1 contract
Samples: Sales Agreement