Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Register.
Appears in 4 contracts
Samples: Indenture (Apple Hospitality REIT, Inc.), Indenture (Apple Hospitality REIT, Inc.), Indenture (Apple Hospitality REIT, Inc.)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee Dated: By: Authorized Signatory Dated: Section 203 SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. (a) If Securities of a series shall be are issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books thereon, and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby by such Security in global form may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Issuer Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Issuer Order. If a Company Issuer Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Issuer with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Issuer and the Issuer delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any) and interest oninterest, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security is registeredin global form. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the CompanyIssuer, any the Guarantor, the Trustee and any agent of the CompanyIssuer, any the Guarantor or and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.
Appears in 3 contracts
Samples: Indenture (Qimonda Finance LLC), Indenture (Qimonda Finance LLC), Indenture (Qimonda Finance LLC)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]_________________________, as Trustee By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Issuer Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Issuer Order. If a Company an Issuer Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the CompanyIssuer, any Guarantor, the Trustee and any agent of the CompanyIssuer, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security, in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered in the Security Registerform.
Appears in 2 contracts
Samples: Indenture (PS Business Parks, L.P.), Indenture (PS Business Parks, L.P.)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated: By: Authorized Signatory Dated: Officer Section 203 2.03. Form, Execution, Authentication, Delivery and Dating of Securities. The Securities of each series shall be in Global Formsubstantially the forms approved from time to time by or pursuant to a Board Resolution, or established in one or more Officer’s Certificates or indentures supplemental hereto, and shall be printed, lithographed, engraved or otherwise produced in such manner as the officers executing the same may determine, as evidenced by their execution of such Securities. Unless Such Securities may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed, engraved or otherwise provided produced thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage. Each Security shall be executed on behalf of the Company by its Chairman of the Board of Directors or its Vice Chairman of the Board of Directors or its President or any Executive Vice President or any Vice President and by its Treasurer or any Assistant Treasurer or its Secretary or any Assistant Secretary. Such signatures may be the electronic or manual signatures of the present or any future such officers. With respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of the Guarantee endorsed on such Securities shall be executed on behalf of the Guarantor by its Chairman, its President, any of its Vice Presidents or by its Treasurer. The signature of any of these officers on the notation of Guarantee may be electronic or manual. Each Security and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, each notation of Guarantee bearing the electronic or manual signatures of individuals who were at any time the proper officers of the Company or the Guarantor, as the case may be, shall bind the Company and the Guarantor, respectively, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Security or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by this Section and Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture or any in relation to such Securities, the Securities Trustee shall be issuable given, and (subject to Section 7.01) shall be fully protected in global form. If relying upon, an Officer’s Certificate pursuant to Section 16.04 and an Opinion of Counsel stating:
(a) if the form of such Securities has been established by or pursuant to a Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture;
(b) if the terms of such Securities have been or, in the case of Securities offered in a Periodic Offering, will be established by or pursuant to Board Resolution as permitted by Section 2.01, that such terms have been or, in the case of Securities offered in a Periodic Offering, will be established in conformity with the provisions of this Indenture subject, in the case of Securities of a series shall be issuable offered in temporary or permanent global forma Periodic Offering, to any conditions specified in such Security may provide Opinion of Counsel; and
(c) that it or any principal amount of each such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted Security, when authenticated and delivered by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that issued by the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease Company in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made manner and subject to any conditions specified in such manner Opinion of Counsel, will constitute a valid and by such Person or Persons as shall be specified therein or pursuant to Section 301 legally binding obligation of the Company and, with respect to such Security or in the Company Order any series of Securities to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to which the provisions of Section 303 andArticle Fifteen shall apply, if applicablethe Guarantee will constitute valid and binding obligations of the Guarantor in each case, Section 304enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. If such form has or terms have been so established, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion required to authenticate such Securities if the issue of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive such Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect will affect the Trustee’s own rights, duties or immunities under the Securities and the Indenture or otherwise in a manner which is not reasonably acceptable to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305Trustee. Notwithstanding the provisions of Section 3072.01 and of the immediately preceding paragraph, payment if all Securities of principal ofa series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 2.01 if such Officer’s Certificate addresses each such Security and are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any premium of such Securities, the form and interest onterms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and this Section 2.03, as applicable, in connection with the first authentication of Securities of such series. Every Security shall be dated the date of its authentication. No Security or the Guarantee thereof, if applicable, shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by electronic or manual signature, and any Additional Amounts in respect of such certificate upon any Security in temporary or permanent global form shall be made conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and, together with the Guarantee thereof, if applicable, is entitled to the Person in whose name such Security is registeredbenefits of this Indenture. Notwithstanding anything to the contraryforegoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, any Guarantor, and the Company shall deliver such Security to the Trustee and any agent for cancellation as provided in Section 2.09, for all purposes of the Company, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name this Indenture such Security is registered in shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the Security Registerbenefits of this Indenture.
Appears in 2 contracts
Samples: Indenture (Accenture Global Capital DAC), Indenture (Accenture Global Capital DAC)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities with the Senior Subordinated Guarantees endorsed thereon of the series designated therein referred to in the within-mentioned Indenture. [ ]FIRST TRUST NATIONAL ASSOCIATION, as Trustee By: _______________________________________ Authorized Signatory Dated: Section 203 Securities in Global Form2.3. Unless otherwise provided in Form of Senior Subordinated Guarantee SENIOR SUBORDINATED GUARANTEE For value received, each of the Guarantors named (or pursuant deemed herein to be named) below hereby jointly and severally unconditionally guarantees, on a senior subordinated basis to the Holder of the Security upon which this Senior Subordinated Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, purchase or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of the Company punctually to make any such payment, each of the Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of such Security or the Indenture, the absence of any action to enforce the same, any creation, exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of, all or of any of the Securities, the Securities shall be issuable election by the Trustee or any of the Holders in global form. If Securities any proceeding under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a series shall be issuable in temporary or permanent global formsecurity interest by the Company, any such Security may provide that it as debtor-in-possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any principal amount portion of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records claims of the Trustee and may also provide or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of such Security or by the Trustee or either of them with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, Trustee or any increase of the Holders protect, secure, perfect or decrease insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any other Person or any collateral, filing of claims with a court in the principal amountevent of insolvency or bankruptcy of the Company (or, with respect to the allied Subsidiary Guarantor, any Subsidiary Guarantor), any right to require a proceeding first against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor), protest or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 notice with respect to such Security (or, with respect to the Allied Subsidiary Guarantor, the Subsidiary Guarantees) or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Senior Subordinated Guarantee will not be discharged except by complete performance of the obligations contained in such Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) and in this Senior Subordinated Guarantee. Each of the Guarantors hereby agrees that, in the Company Order to be delivered pursuant to Section 303 event of a default in payment of principal (or 304 premium, if any) or interest on such Security (or, with respect theretoto the Allied Subsidiary Guarantee, the Subsidiary Guarantees), whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the Indenture, directly against each or any of the Guarantors to enforce this Senior Subordinated No reference herein to the Indenture and no provision of this Senior Subordinated Guarantee or of the Indenture shall alter or impair the Senior Subordinated Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which this Senior Subordinated Guarantee is endorsed. Subject Each Guarantor shall be subrogated to all rights of the Holder of such Security against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor)in respect of any amounts paid by such Guarantor on account of such Security (or, with respect to the Allied Subsidiary Guarantee, on account of the Subsidiary Guarantees) pursuant to the provisions of Section 303 andits Senior Subordinated Guarantee or the Indenture; provided, however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if applicable, Section 304, any) and interest on this Security and all other Securities issued under the Trustee Indenture shall deliver have been paid in full. This Senior Subordinated Guarantee shall remain in full force and redeliver effect and continue to be effective should any Security in global form in the manner and upon written instructions given petition be filed by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by against the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph(or, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such seriesSubsidiary Guarantee, the Trustee shall deliver and redeliver such global Security Subsidiary Guarantor)for liquidation or reorganization, should the Company (or with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary guarantors'), and shall, to the fullest extent necessary permitted by law, continue to effect such exchangesbe effective or be reinstated, shall endorse such global Security as the case may be, if at any time payment and performance of the Securities (or, with respect to reflect the Allied Subsidiary Guarantee, the Subsidiary Guarantees)is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any decrease in obligee on the principal amount thereto resulting from such exchanges and shall take such other actionsSecurities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as contemplated by Section 305though such payment or performance had not been made. Notwithstanding In the provisions event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of Section 307, payment such right does not impair the rights of principal of, the Holders under this Senior Subordinated Guarantee. The Guarantors or any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form particular Guarantor shall be made released from this Senior Subordinated Guarantee upon the terms and subject to certain conditions provided in the Indenture. By delivery of a supplemental indenture to the Person Trustee in whose name such Security is registered. Notwithstanding anything to accordance with the contrary, the Company, any Guarantor, the Trustee and any agent terms of the CompanyIndenture, any each Person that becomes a Subsidiary Guarantor or after the Trustee shall treat as date of the Indenture will be deemed to have executed and delivered this Subsidiary Guarantee for the benefit of the Holder of the principal amount of Outstanding Securities represented by a global Security upon which this Subsidiary Guarantee is endorsed, with the same effect as if such Subsidiary Guarantor was named below and had executed and delivered this Subsidiary Guarantee. All terms used in registered form, this Senior Subordinated Guarantee which are defined in the Person in whose name such Security is registered Indenture referred to in the Security Registerupon which this Senior Subordinated Guarantee is endorsed shall have the meanings assigned to them in such Indenture. This Senior Subordinated Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Senior Subordinated Guarantee is endorsed shall have been executed by the Trustee under the Indenture by manual signature. Reference is made to Article Sixteen of the Indenture for further provisions with respect to this Senior Subordinated Guarantee. THIS SENIOR SUBORDINATED GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 2 contracts
Samples: Senior Subordinated Indenture (Allied Waste Industries Inc), Senior Subordinated Indenture (Allied Waste Industries Inc)
Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]THE R-M TRUST COMPANY, BANK OF MONTREAL TRUST COMPANY, as Canadian Trustee as U.S. Trustee By: By: Authorized Signatory Dated: Section 203 Signature Authorized Signature SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant within a series are specified to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities , as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by either Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Corporation Order to be delivered to such Trustee pursuant to Section 303 or 304 with respect theretoSection 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the such Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Corporation Order. If a Company Corporation Order pursuant to Section 303 (with respect to Outstanding Securities) or Section 304 has been, or simultaneously is, delivered, any instructions by the Company Corporation with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a Corporation and the Corporation delivers to either Trustee the Security in global Security is exchangeable for definitive Securities as provided in form together with written instructions (which need not comply with Section 305, then, unless otherwise provided in or pursuant to this Indenture 102 and need not be accompanied by an Opinion of Counsel) with respect regard to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any GuarantorCorporation, the Trustee Trustees and any agent of the Company, any Guarantor or Corporation and the Trustee Trustees shall treat the Registered Holder of any global Security as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Registerthereby for all purposes.
Appears in 2 contracts
Samples: Indenture (Fairfax Financial Holdings LTD/ Can), Indenture (Fairfax Financial Holdings LTD/ Can)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee By: Authorized Signatory Dated: Section 203 If Securities in Global Form. Unless otherwise provided in of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or Clearstream.
Appears in 2 contracts
Samples: Indenture (Capitalsource Inc), Indenture (Capitalsource Holdings LLC)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: This is one of the Securities of the series designated therein referred to in in, and issued under, the within-mentioned Indenture. [ ]THE BANK OF NEW YORK, as Trustee By: By Authorized Signatory Dated: Section 203 If Securities in Global Form. Unless otherwise provided in of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified or as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect theretoSection 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any) and interest oninterest, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or Clearstream.
Appears in 2 contracts
Samples: Indenture (Suncor Energy Inc), Indenture (Suncor Energy Inc)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee U.S BANK NATIONAL ASSOCIATION By: Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the CompanyOperating Partnership, any the Guarantor, the Trustee and any agent of the CompanyOperating Partnership, any the Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered form, or (ii) in the case of a global Security Registerin bearer form, the Person or Persons specified pursuant to Section 301.
Appears in 2 contracts
Samples: Indenture (American Campus Communities Operating Partnership LP), Indenture (American Campus Communities Operating Partnership LP)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s certificate of authentication shall will be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-within mentioned Indenture. [ ]THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee By: By Authorized Signatory Dated: Section 203 ________________ SECTION 203. Securities Issuable in Global Form. Unless otherwise provided If Securities are issuable in whole or pursuant to this Indenture or any Securities, the Securities shall be issuable in part in global form. If Securities , as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301, any such Security will represent such of the Outstanding Securities of such series as will be specified therein and may provide that it or any principal amount of such Securities shall will represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall will be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect theretoSection 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall will be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of penultimate paragraph of Section 303 will apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by Section 305. Notwithstanding the provisions last sentence of penultimate paragraph of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered303. Notwithstanding anything to the contrary, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Register.ARTICLE THREE THE SECURITIES
Appears in 2 contracts
Samples: Indenture (Otis Worldwide Corp), Indenture (Highland Holdings S.a r.l.)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the Company, any the Guarantor, the Trustee and any agent of the Company, any the Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered in the Security Registerform.
Appears in 2 contracts
Samples: Indenture (Abb LTD), Indenture (Abb LTD)
Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611612, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ [name of Trustee], as Trustee By: :__________________________________________ Authorized Signatory Dated: Section 203 Officer SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be ---------------------------------- within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as are specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such the manner and in accordance with instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written in accordance with instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium or Make- Whole Amount, any premium if any, on) and interest onand Additional Amounts, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 2 contracts
Samples: Indenture (Security Capital U S Realty), Indenture (Security Capital U S Realty)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series shall be are issuable in temporary or permanent global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee (i) in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to in such Security or in the a Company Order to be delivered to the Trustee pursuant to Section 303 or 304 Section 304, or (ii) otherwise in accordance with respect theretowritten instructions as is customary for the Depositary for such Security, from such Depositary or its nominee on behalf of any Person having a beneficial interest in such Security. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to in such Security or in the applicable Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 103 and need not be accompanied by an Opinion of Counsel. Notwithstanding Members of, or participants in, the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form 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 of such series is entitled to take under this Indenture or the Securities of such seriesseries and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, 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 of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall deliver authenticate and redeliver deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any Securities of that series are to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form shall be limited to transfers of such global Security in whole, but not in part, to the extent necessary Depositary, its successors or their respective nominees. Interests of beneficial owners in a Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to effect such exchanges, shall endorse such all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, (1) (A) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series or (B) the Depositary has ceased to be a clearing agency registered under applicable law, and in either case (A) or (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines not to have the Securities of such series represented by a global Security and so notifies the Trustee. In connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect any on its books and records the date and a decrease in the principal amount thereto resulting of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 203, the global 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 the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such exchanges global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 303 shall take apply to any Security in global form if such other actionsSecurity was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 201 and Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any) and interest on, on and any Additional Amounts in with respect of to any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or of the Trustee shall treat a Person as the Holder of the such principal amount of Outstanding Securities represented by a global Security as shall be specified in registered forma written statement, if any, of the Person in whose name Holder of such Security global Security, which is registered in produced to the Security RegisterRegistrar by such Holder. Global Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form.
Appears in 1 contract
Samples: Indenture (TechnipFMC PLC)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein herein referred to in the within-mentioned Indenture. [ ], as Trustee By: Authorized Signatory Dated: Section 203 SECTION 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any SecuritiesIndenture, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Register.<PAGE> 20
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]_____________________, as Trustee By: :________________________________ Authorized Signatory Dated: Section 203 Officer SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be ---------------------------------- within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as are specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such the manner and in accordance with instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written in accordance with instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any, on) and interest onand Additional Amounts, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 1 contract
Samples: Indenture (McLeodusa Inc)
Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount number of such Securities shall represent the aggregate principal amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in Section 305 or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Global Security to the extent necessary to effect such exchanges, shall endorse such global Global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form form, and any payments made pursuant to any Guarantee of such Security, shall be made to the Person or Persons specified in whose name such Security is registeredSecurity. Notwithstanding anything to the contraryprovisions of Section 308 and except as otherwise provided in the immediately preceding paragraph, the CompanyOperating Partnership, any Guarantor, the Guarantor and the Trustee and any agent of the CompanyOperating Partnership, any the Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Global Security (i) in the case of a Global Security in registered form, the Person Holder of such Global Security in whose name such Security is registered form, or (ii) in the case of a Global Security Registerin bearer form, the Person or Persons specified pursuant to Section 301.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory Officer Dated: Section SECTION 203 Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, been or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counselwriting. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities of such series, Trustee the Trustee shall deliver and redeliver such Security in global Security form together with written instructions with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, the Person or Persons specified in Section 301.
Appears in 1 contract
Samples: Indenture (PennyMac Corp.)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This ----------------------------------------------- is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]THE CONNECTICUT NATIONAL BANK, as Trustee By: By ----------------------------- Authorized Signatory Dated: Section 203 Officer SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be ---------------------------------- within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect theretoSection 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat a Person as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security as shall be specified in a written statement, produced to the Trustee by such Person, or (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euro-clear or CEDEL.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]U.S. Bank National Association, as Trustee By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of CounselCounsel other than those which may be required pursuant to Section 303 or 304 or otherwise pursuant to this Indenture. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the CompanyOperating Partnership, any Guarantor, the Trustee and any agent of the CompanyOperating Partnership, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Register.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Deutsche Bank National Trust Company By: Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers’ Certificate of the Company and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the Company, any the Guarantor, the Trustee and any agent of the Company, any the Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered form, or (ii) in the case of a global Security Registerin bearer form, the Person or Persons specified pursuant to Section 301.
Appears in 1 contract
Samples: Indenture (ABB Finance (USA) Inc.)
Form of Trustee’s Certificate of Authentication. Subject to ------------------------------------------------ Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]STATE STREET BANK AND TRUST COMPANY, as Trustee By: :___________________________________ Authorized Signatory Dated: Section 203 Officer SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be within ---------------------------------- a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as are specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such the manner and in accordance with instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written in accordance with instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium or Make- Whole Amount, any premium if any, on) and interest onand Additional Amounts, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee By: Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers’ Certificate of the Company and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the Company, any Guarantor, the Trustee and any agent of the Company, any the Guarantor or and the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered form, or (ii) in the case of a global Security Registerin bearer form, the Person or Persons specified pursuant to Section 301.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ [Trustee], as Trustee By: Authorized Signatory Dated: Section 203 SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in Form If Securities of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect theretoSection 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all together with the written statement contemplated by the last sentence of Section 303. Notwithstanding any provisions of Section 307 to the contrary, unless otherwise specified as contemplated by Section 305. Notwithstanding the provisions of Section 307301, payment of principal ofof (and premium, any premium if any) and interest oninterest, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i), in registered formthe case of a global Registered Security, the Person in whose name such Security is registered Holder thereof, or (ii) in the Security Registercase of a global Bearer Security, Euroclear or Clearstream.
Appears in 1 contract
Samples: Indenture (Lifevantage Corp)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee U.S. BANK NATIONAL ASSOCIATION By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the CompanyOperating Partnership, any the Guarantor, the Trustee and any agent of the CompanyOperating Partnership, any the Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered form, or (ii) in the case of a global Security Registerin bearer form, the Person or Persons specified pursuant to Section 301.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]THE BANK OF NEW YORK MELLON, as Trustee By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the CompanyOperating Partnership, any Guarantor, the Trustee and any agent of the CompanyOperating Partnership, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered form, or (ii) in the case of a global Security Registerin bearer form, the Person or Persons specified pursuant to Section 301.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in ----------- substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]STATE STREET BANK AND TRUST COMPANY, as Trustee By: :_________________________________ Authorized Signatory Dated: Section 203 Officer SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be ---------------------------------- within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions ----------- ----------- of Section 302, any such Security shall represent such of the Outstanding ----------- Securities of such series as are specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such the manner and in accordance with instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 ----------- --- ----------- and, if applicable, Section 304, the Trustee shall deliver and redeliver any ----------- Security in permanent global form in the manner and upon written in accordance with instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has ----------- --- been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be ----------- accompanied by or contained an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any ----------- Security represented by a Security in an Officer’s Certificate global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture ) ----------- with respect regard to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. ----------- Notwithstanding the provisions of Section 307, unless otherwise specified ----------- as contemplated by Section 301, payment of principal ofof (and premium or Make- ----------- Whole Amount, any premium if any, on) and interest onand Additional Amounts, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the ----------- preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 1 contract
Samples: Indenture (Homestead Village Inc)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]U.S. Bank Trust Company, National Association, as Trustee By: Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Issuer Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Issuer Order. If a Company an Issuer Order pursuant to Section 303 (with respect to any reopening of Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the CompanyIssuer, any Guarantor, the Trustee and any agent of the CompanyIssuer, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security, in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered in the Security Registerform.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ [Trustee], as Trustee By: Authorized Signatory Dated: Section 203 SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect theretoSection 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with 19 written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all together with the written statement contemplated by the last sentence of Section 303. Notwithstanding any provisions of Section 307 to the contrary, unless otherwise specified as contemplated by Section 305. Notwithstanding the provisions of Section 307301, payment of principal ofof (and premium, any premium if any) and interest oninterest, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i), in registered formthe case of a global Registered Security, the Person in whose name such Security is registered Holder thereof, or (ii) in the Security Registercase of a global Bearer Security, Euroclear or Clearstream.
Appears in 1 contract
Samples: Indenture (pdvWireless, Inc.)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]U.S. Bank National Association, as Trustee By: Authorized Signatory Dated: Section 203 By If Securities in Global Form. Unless otherwise provided in of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee or the Security Registrar the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any) and interest oninterest, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security, the Holder of such permanent global Security. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every global Security authenticated and delivered hereunder shall bear a legend in registered substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, the Person in whose name such Security is registered in the Security RegisterAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Appears in 1 contract
Samples: Indenture (FS Investment CORP)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]CHEMICAL BANK, as Trustee By: By -------------------------------- Authorized Signatory Dated: Section 203 Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities in Global Form. Unless otherwise provided in of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]AMERICAN STOCK TRANSFER & TRUST COMPANY, as LLC, Trustee By: Authorized Signatory Dated: Section 203 Officer If Securities in Global Form. Unless otherwise provided in of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee or the Security Registrar the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any) and interest oninterest, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or Clearstream.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], NBD BANK as Trustee By: By __________________________ Authorized Signatory Dated: Section 203 SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions Provision of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actions, all as of Securities represented thereby together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 1 contract
Samples: Indenture (Semco Capital Trust Iii)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein herein referred to in the within-mentioned Indenture. [ ], ___ _ _______________________ as Trustee ByDated: By ____________________________ Authorized Signatory Dated: Section 203 SECTION 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any SecuritiesIndenture, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Register.<PAGE> 20 ARTICLE THREE THE SECURITIES
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], ________________________________________ as Trustee By: :_____________________________________ Authorized Signatory Dated: Section 203 Representative SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be within ---------------------------------- a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contrary, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Register.ARTICLE THREE
Appears in 1 contract
Samples: Indenture (Mci Worldcom Inc)
Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s certificate of authentication shall be in substantially the following formform or such other form as may be required by the Trustee: This is one of the Securities of the series designated therein Notes referred to in the within-mentioned Indenture. [ ]U.S. Bank National Association, as Trustee By: Authorized Signatory Dated: Section 203 Securities SECTION 203. Notes Issuable in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be If Notes are issuable in global form. If Securities form (a “Global Note”), as specified as contemplated by Section 204 then any such Note shall represent such of a series the Outstanding Notes as shall be issuable in temporary or permanent global form, any such Security specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) Notes from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities Notes represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any Security in global form a Global Note to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities Notes represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect theretoSection 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security Note in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security Note in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, in the event last sentence of Section 303 shall apply to any Note represented by a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Global Note if such Note was never issued and sold by the Company and the Company delivers to the Securities Trustee the Note in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Notes represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, payment of principal of, of and any premium and interest on, and on any Additional Amounts in respect of any Security in temporary or permanent global form Global Note shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities Notes represented by a global Security permanent Global Note the Holder of such permanent Global Note in registered form, the Person in whose name such Security is registered in the Security Register.
Appears in 1 contract
Samples: Indenture (Nova Chemicals Corp /New)
Form of Trustee’s Certificate of Authentication. Subject ----------------------------------------------- to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]Dated:_________________ THE BANK OF NEW YORK, as Trustee By: :__________________________________ Authorized Signatory Dated: Section 203 SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be ---------------------------------- within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any) and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 1 contract
Samples: Indenture (NVR Inc)
Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], [______________] as Trustee Dated: ______________ By: __________________________ Authorized Signatory Dated: Section 203 SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of or within ---------------------------------- a series shall be are issuable in temporary the form of one or permanent global formmore Global Securities, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Global Security or Securities may provide that it or any principal amount of such Securities they shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any Global Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of HoldersHolders thereof, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and or by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Global Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, in the event last sentence of Section 303 shall apply to any Security represented by a global Global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect if such Security was never issued and sold by the Company and the Company delivers to the Securities Trustee the Global Security together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium or Make- Whole Amount, if any, and interest on, and on any Additional Amounts in respect of any Global Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredregistered Holder thereof. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a global permanent Global Security (i) in the case of a permanent Global Security in registered form, the Person Holder of such permanent Global Security in whose name such registered form, or (ii) in the case of a permanent Global Security in bearer form, Euroclear or CEDEL. Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning set forth in the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security Registeris exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or its nominee to a successor Depository or its nominee."
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ [NAME OF TRUSTEE], as Trustee By: :_________________________________ Authorized Signatory Dated: Section 203 Officer SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be ---------------------------------- within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as are specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such the manner and in accordance with instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written in accordance with instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Operating Partnership and the Operating Partnership delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium or Make- Whole Amount, any premium if any, on) and interest onand Additional Amounts, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Operating Partnership, the Company, any Guarantor, the Trustee and any agent of the CompanyOperating Partnership, any Guarantor the Company or the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 1 contract
Samples: Indenture (Cabot Industrial Trust)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]NATIONAL CITY BANK, as Trustee By: -------------------------------- Authorized Signatory Dated: Section 203 Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities in Global Form. Unless otherwise provided in of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, been or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], [___________________] as Trustee Dated: ______________ By: :________________________________ Authorized Signatory Dated: Section 203 SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of or ---------------------------------- within a series shall be are issuable in temporary the form of one or permanent global formmore Global Securities, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Global Security or Securities may provide that it or any principal amount of such Securities they shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any Global Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of HoldersHolders thereof, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and or by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Global Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, in the event last sentence of Section 303 shall apply to any Security represented by a global Global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect if such Security was never issued and sold by the Company and the Company delivers to the Securities Trustee the Global Security together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium or Make- Whole Amount, if any, and interest on, and on any Additional Amounts in respect of any Global Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredregistered Holder thereof. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a global permanent Global Security (i) in the case of a permanent Global Security in registered form, the Person Holder of such permanent Global Security in whose name such registered form, or (ii) in the case of a permanent Global Security in bearer form, Euroclear or CEDEL. Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning set forth in the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security Registeris exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or its nominee to a successor Depository or its nominee."
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject ----------------------------------------------- to Section 611, the Trustee’s 's certificate of authentication shall be in ----------- substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]STATE STREET BANK AND TRUST COMPANY, as Trustee By: :_________________________________________ Authorized Signatory Dated: Section 203 Officer SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be ---------------------------------- within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions ----------- ----------- of Section 302, any such Security shall represent such of the Outstanding ----------- Securities of such series as are specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such the manner and in accordance with instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 ----------- or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section --- ----------- ------- 304, the Trustee shall deliver and redeliver any Security in permanent global --- form in the manner and upon written in accordance with instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any ----------- --- instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing ----------- The provisions of this paragraph, the last sentence of Section 303 shall apply to any ----------- Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) ----------- with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. ----------- Notwithstanding the provisions of Section 307, unless otherwise ----------- specified as contemplated by Section 301, payment of principal ofof (and premium ----------- or Make-Whole Amount, any premium if any, on) and interest onand Additional Amounts, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in ----------- the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 1 contract
Samples: Indenture (Homestead Village Inc)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]·, as Trustee By: Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of of, any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Register.Security
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series shall be are issuable in temporary or permanent global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee (i) in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to in such Security or in the a Company Order to be delivered to the Trustee pursuant to Section 303 or 304 Section 304, or (ii)otherwise in accordance with respect theretowritten instructions as is customary for the Depositary for such Security, from such Depositary or its nominee on behalf of any Person having a beneficial interest in such Security. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to in such Security or in the applicable Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 103 and need not be accompanied by an Opinion of Counsel. Notwithstanding Members of, or participants in, the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form 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 of such series is entitled to take under this Indenture or the Securities of such seriesseries and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, 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 of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall deliver authenticate and redeliver deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any Securities of that series are to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form shall be limited to transfers of such global Security in whole, but not in part, to the extent necessary Depositary, its successors or their respective nominees. Interests of beneficial owners in a Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to effect such exchanges, shall endorse such all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, (1) (A) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series or (B) the Depositary has ceased to be a clearing agency registered under applicable law, and in either case (A) or (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines not to have the Securities of such series represented by a global Security and so notifies the Trustee. In connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect any on its books and records the date and a decrease in the principal amount thereto resulting of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 203, the global 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 the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such exchanges global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 303 shall take apply to any Security in global form if such other actionsSecurity was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 201 and Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any) and interest on, on and any Additional Amounts in with respect of to any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or of the Trustee shall treat a Person as the Holder of the such principal amount of Outstanding Securities represented by a global Security as shall be specified in registered forma written statement, if any, of the Person in whose name Holder of such Security global Security, which is registered in produced to the Security RegisterRegistrar by such Holder. Global Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form.
Appears in 1 contract
Samples: Indenture (FMC Technologies Inc)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]SUNTRUST BANK, as Trustee By: ----------------------------------------------- Authorized Signatory Dated: Section 203 SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities in Global Form. Unless otherwise provided in of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of HoldersHolders thereof, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium or Make-Whole Amount, if any, and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Register.in bearer form, Euroclear or Clearstream. ARTICLE THREE THE SECURITIES SECTION 301. AMOUNT UNLIMITED: ISSUABLE IN SERIES. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable:
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], FIRST UNION NATIONAL BANK as Trustee By: _________________________________ Authorized Signatory Dated: Section 203 Securities in Global FormSECTION 203. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global formSECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series shall be are issuable in temporary the form of one or permanent global formmore Global Securities, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Global Security or Securities may provide that it or any principal amount of such Securities they shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any Global Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of HoldersHolders thereof, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and or by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Global Security in permanent global form in the manner The provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security if such Security was never issued and upon sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but which need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture ) with respect regard to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium or Make-Whole Amount and interest on, and on any Additional Amounts in respect of any Global Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredregistered Holder thereof. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any GuarantorPartnership, the Trustee and any agent of the Company, any Guarantor or Partnership and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a global permanent Global Security (i) in the case of a permanent Global Security in registered form, the Person Holder of such permanent Global Security in whose name such registered form, or (ii) in the case of a permanent Global Security in bearer form, Euroclear or CEDEL. Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning set forth in the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Security Registeris exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or its nominee to a successor Depositary or its nominee."
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is ----------------------------------------------- one of the Securities of the series designated therein referred to in the within-within mentioned Indenture. [ ]THE BANK OF NEW YORK, as Trustee By: By __________________________ Authorized Signatory Dated: Section 203 SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture ---------------------------------- of or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect theretoSection 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat a Person as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security as shall be specified in a written statement, produced to the Trustee by such Person, or (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or Clearstream.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Register.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following formDated: _______________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]SECTION 2.03. Securities Issuable in the Form of a Global Security.
(a) If the Company shall establish pursuant to Section 3.01 hereof that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, as then the Company shall execute and the Trustee By: Authorized Signatory Dated: shall, in accordance with Section 203 3.03 hereof and the Company Order delivered to the Trustee hereunder, authenticate and deliver such Global Security or Securities, which (i) represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Securities of such series to be represented by such Global Security or Securities, (ii) shall be registered in Global Form. Unless otherwise provided in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “This Security is a Global Security registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Indenture Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this Global Security is presented by an authorized representative of The Depository Trust Company (00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein” or such other legend as may be required by the rules and regulations of the Depositary.
(b) Notwithstanding any other provision of Section 3.05 hereof or of this Section 2.03, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part, only as described in the Securities legend thereto.
(i) If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time the Depositary for the Global Security shall no longer be issuable eligible or in global formgood standing under the Exchange Act or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 3.01(3) hereof shall no longer be effective with respect to the series of Securities evidenced by such Global Security and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such series in exchange for such Global Security, shall authenticate and deliver, individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a responsible officer assigned to and working in its corporate trustee administration department shall have actual knowledge thereof.
(ii) The Company may at any time and in its sole discretion determine that all Outstanding (but not less than all) Securities of a series shall be issued or issuable in temporary the form of one or permanent global formmore Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company shall execute, any and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities in exchange for such Security may provide that it or any Global Security, shall authenticate and deliver individual Securities of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities in exchange for such Global Security or Securities.
(iii) In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Securities in definitive registered form in authorized denominations. Upon the exchange of a Global Security for individual Securities, such Global Security shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted be cancelled by the terms thereofTrustee. Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the persons in whose names such Securities are so registered, or if the Depositary shall refuse or be unable to deliver such Securities, the Trustee shall deliver such Securities to the persons in whose names such Securities are registered, unless otherwise agreed upon between the Trustee and the Company, in which event the Company shall cause the Securities to be delivered to the persons in whose names such Securities are registered.
(d) from time Neither the Company, the Trustee, any Authenticating Agent nor any paying agent 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 time endorsed thereon or reflected on such beneficial ownership interest.
(e) Pursuant to the books and records provisions of this subsection, at the option of the Trustee and may also provide that upon 30 days’ written notice to the Depositary but not prior to the first Interest Payment Date of the respective Global Securities of the same series, the Depositary shall be required to surrender any two or more Global Securities of the same series which have identical terms, including, without limitation, identical maturities, interest rates and redemption provisions to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depositary a Global Security of the same series in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Securities surrendered thereto. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment date applicable to any of the Global Securities surrendered to the Trustee. Upon any exchange of any Global Security, whether pursuant to this Section or pursuant to Section 3.05 or Section 11.07 hereof, the aggregate principal amount of Outstanding the Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby a series shall be made in the same before and after such manner and by such Person or Persons as shall be specified therein or pursuant exchange, after giving effect to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions any retirement of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Register.
Appears in 1 contract
Samples: Indenture (WPS Resources Corp)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]U.S. BANK NATIONAL ASSOCIATION, as Trustee AS TRUSTEE By: Authorized Signatory Dated: Section 203 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium or Make-Whole Amount and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or Clearstream.
Appears in 1 contract
Samples: Junior Subordinated Indenture (Delphi Financial Group Inc/De)
Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]UMB Bank, National Association, as Trustee By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Issuer Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Issuer Order. If a Company an Issuer Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Issuer increasing or decreasing the amount outstanding with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the CompanyIssuer, any Guarantor, the Trustee and any agent of the CompanyIssuer, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Register.
Appears in 1 contract
Samples: Indenture (VICI Properties L.P.)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]THE BANK OF NEW YORK MELLON, as Trustee By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the CompanyOperating Partnership, any Guarantor, the Trustee and any agent of the CompanyOperating Partnership, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered form, or (ii) in the case of a global Security Registerin bearer form, the Person or Persons specified pursuant to Section 301.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee Dated: By: ----------------- ----------------------------- Authorized Signatory Dated: Section 203 SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of or ---------------------------------- within a series shall be are issuable in temporary the form of one or permanent global formmore Global Securities, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Global Security or Securities may provide that it or any principal amount of such Securities they shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any Global Security or other notation in global form the books and records of the Trustee to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of HoldersHolders thereof, of Outstanding Securities represented thereby shall be made by the Trustee in accordance with the Trustee's customary practice or otherwise in such manner and or by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Global Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, in the event last sentence of Section 303 shall apply to any Security represented by a global Global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect if such Security was never issued and sold by the Partnership and the Partnership delivers to the Securities Trustee the Global Security together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium or Make- Whole Amount, if any, and interest on, and on any Additional Amounts in respect of any Global Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredregistered Holder thereof. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any GuarantorPartnership, the Trustee and any agent of the Company, any Guarantor or Partnership and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a global permanent Global Security (i) in the case of a permanent Global Security in registered form, the Person Holder of such permanent Global Security in whose name such registered form, or (ii) in the case of a permanent Global Security in bearer form, Euroclear or CEDEL. Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning set forth in the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security Registeris exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or its nominee to a successor Depository or its nominee."
Appears in 1 contract
Samples: Indenture (Bradley Operating L P)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]The First National Bank of Chicago, as Trustee By: By ----------------------- Authorized Signatory Dated: Section 203 Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities in Global Form. Unless otherwise provided in of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any) and interest oninterest, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Register.in bearer form, Euroclear or CEDEL. ARTICLE THREE
Appears in 1 contract
Samples: Indenture (Deere John Capital Corp)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series shall be are issuable in temporary or permanent global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee (i) in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to in such Security or in the a Company Order to be delivered to the Trustee pursuant to Section 303 or 304 Section 304, or (ii) otherwise in accordance with respect theretowritten instructions as is customary for the Depositary for such Security, from such Depositary or its nominee on behalf of any Person having a beneficial interest in such Security. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to in such Security or in the applicable Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 103 and need not be accompanied by an Opinion of Counsel. Notwithstanding Members of, or participants in, the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form 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 of such series is entitled to take under this Indenture or the Securities of such seriesseries and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, 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 of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall deliver authenticate and redeliver deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any Securities of that series are to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form shall be limited to transfers of such global Security in whole, but not in part, to the extent necessary Depositary, its successors or their respective nominees. Interests of beneficial owners in a Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to effect such exchanges, shall endorse such all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, (1) (A) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series or (B) the Depositary has ceased to be a clearing agency registered under applicable law, and in either case (A) or (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines not to have the Securities of such series represented by a global Security and so notifies the Trustee. In connection with any transfer of a portion of a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect any on its books and records the date and a decrease in the principal amount thereto resulting of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of a global Security of any series to beneficial owners pursuant to this Section 203, the global 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 the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such exchanges global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 303 shall take apply to any Security in global form if such other actionsSecurity was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 201 and Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any) and interest on, on and any Additional Amounts in with respect of to any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or of the Trustee shall treat a Person as the Holder of the such principal amount of Outstanding Securities represented by a global Security as shall be specified in registered forma written statement, if any, of the Person in whose name Holder of such Security global Security, which is registered in produced to the Security RegisterRegistrar by such Holder. Global Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form.
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Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount number of such Securities shall represent the aggregate principal amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in Section 305 or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Global Security to the extent necessary to effect such exchanges, shall endorse such global Global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form form, shall be made to the Person or Persons specified in whose name such Security is registeredSecurity. Notwithstanding anything to the contraryprovisions of Section 308 and except as otherwise provided in the immediately preceding paragraph, the Company, any Guarantor, Operating Partnership and the Trustee and any agent of the Company, any Guarantor Operating Partnership or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Global Security (1) in the case of a Global Security in registered form, the Person Holder of such Global Security in whose name such Security is registered form, or (2) in the case of a Global Security Registerin bearer form, the Person or Persons specified pursuant to Section 301.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the CompanyOperating Partnership, any Guarantor, the Trustee and any agent of the CompanyOperating Partnership, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Register.
Appears in 1 contract
Samples: Indenture (Kite Realty Group, L.P.)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]THE CHASE MANHATTAN BANK, as Trustee By: By ------------------------ Authorized Signatory Dated: Section 203 Officer SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in ---------------------------------- If Securities of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect theretoSection 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any) and interest oninterest, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Register.in bearer form, Euroclear or Cedel, to the extent of their interests therein. ARTICLE THREE
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Form of Trustee’s Certificate of Authentication. Subject ----------------------------------------------- to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-within mentioned Indenture. [ [BANK], as Trustee By: ------------------------------------- Authorized Signatory Dated: Section 203 SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be ---------------------------------- within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any) and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 1 contract
Samples: Indenture (NVR Inc)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the CompanyOperating Partnership, any Guarantor, the Trustee and any agent of the CompanyOperating Partnership, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security, in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered in the Security Registerform.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The form of Trustee’s certificate Certificate of authentication Authentication for any Security issued pursuant to this Indenture shall be in substantially the following formas follows: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]The Bank of New York Mellon Trust Company, N.A., as Trustee Trustee, Dated: By: Authorized Signatory Dated: Section 203 204. Securities Issuable in the Form of a Global Form. Unless otherwise provided in or Security.
(a) If the Company shall establish pursuant to this Indenture or any Securities, Sections 202 and 301 that the Securities shall be issuable in global form. If Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee or its agent shall, in accordance with Section 303 and the Company Request delivered to the Trustee or its agent thereunder, authenticate and deliver, such Global Security or Securities, which (i) shall represent, and shall be issuable denominated in temporary or permanent global form, any such Security may provide that it or any an amount equal to the aggregate principal amount of such Securities shall represent of, the aggregate amount of all Outstanding Securities of such series (to be represented by such Global Security or Securities, or such lesser portion thereof as the Company shall specify in a Company Request, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee or its agent to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”
(b) Notwithstanding any other provisions of this Section 204 or of Section 305, and subject to the provisions of paragraph (c) below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 305, only to a nominee of the Depositary for such Global Security, or to the Depositary, or a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary.
(i) If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time the Depositary for the Securities for such series ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee or its agent, upon receipt of a Company Request for the authentication and delivery of individual Securities of such series in exchange for such Global Security, will authenticate and deliver, individual Securities of such series of like tenor and terms in an aggregate principal amount as is permitted equal to the principal amount of the Global Security in exchange for such Global Security.
(ii) The Company may at any time and in its sole discretion determine that the Securities of any series or portion thereof issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of individual Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series or portion thereof in exchange for such Global Security or Securities.
(iii) If specified by the Company pursuant to Sections 202 and 301 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for individual Securities of such series of like tenor and terms thereofin definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee or its agent shall authenticate and deliver, without service charge, (1) from time to time endorsed thereon each Person specified by such Depositary a new Security or reflected on the books and records Securities of the Trustee same series of like tenor and may also provide that terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and (2) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Outstanding Securities represented thereby may from time delivered to time be increased the Holders thereof.
(iv) In any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee or reduced to reflect exchangesits agent will authenticate and deliver individual Securities in definitive registered form in authorized denominations. Any endorsement Upon the exchange of any the entire principal amount of a Global Security in global form to reflect the principal amountfor individual Securities, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby such Global Security shall be made in such manner and canceled by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Orderits agent. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities Except as provided in Section 305the preceding paragraph, then, unless otherwise provided Securities issued in or exchange for a Global Security pursuant to this Indenture with respect Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or the Security Registrar. The Trustee or the Security Registrar shall deliver such Securities to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person Persons in whose name names such Security is Securities are so registered. Notwithstanding anything to the contrary, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Register.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of CounselCounsel other than those which may be required pursuant to Section 303 or 304 or otherwise pursuant to this Indenture. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of of, any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the CompanyOperating Partnership, any Guarantor, the Trustee and any agent of the CompanyOperating Partnership, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, form the Person in whose name such Security is registered in the Security Register.
Appears in 1 contract
Samples: Indenture (Kite Realty Group, L.P.)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]·, as Trustee By: Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of of, any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered form, or (ii) in the case of a global Security Registerin bearer form, the Person or Persons specified pursuant to Section 301.
Appears in 1 contract
Samples: Indenture (Brandwein a & Co)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]Dated: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series shall be are issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchangesexchanges pursuant to a schedule thereto. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or therein, pursuant to Section 301 with respect to such Security Applicable Procedures, or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or therein, pursuant to Section 301 with respect to such Security Applicable Procedures, or in the applicable Company Order. If a Company Order pursuant The provisions of the immediately preceding sentence shall apply to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions Security represented by the Company with respect to a Security in global form shall be if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in writing but global form together with written instructions (which need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture ) with respect regard to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by Section 305the immediately preceding sentence. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, in the case of a permanent global Security in registered form, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat the Holder of such permanent global Security in registered form as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security. The Company, the Trustee, and each Agent shall have no responsibility for any actions taken or not taken by the Depository. Subject to Section 301(20), the Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Depository Custodian with respect to the global Securities unless provided otherwise with respect to such series. In acting hereunder and in connection with the Securities, the Paying Agent and Registrar shall act solely as agents of the Issuer, and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder. The Trustee and each Agent are hereby authorized to act in accordance with Applicable Procedures. 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 the Depository or other beneficial owners of interests in any Security in registered global form) 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. Neither the Trustee, or any of it respective agents, shall have responsibility for any actions taken or not taken by a Depository. The Trustee shall have no responsibility or obligation to any beneficial owner of a Security in global form, a member of, or a participant in, the applicable Depository or other Person in whose name such Security is registered with respect to the accuracy of the records of a Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Security Registerin global form). The rights of beneficial owners in any Security in global form shall be exercised only through the applicable Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the applicable Depository with respect to its members, participants and any beneficial owners.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s 's certificate of authentication shall be in substantially the following form: [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ CITIBANK, N.A., as Trustee, By:___________________ Authorized Signatory SECTION 2.03. Form, Execution, Authentication, Delivery and Dating of Securities. The Securities of each series and the Coupons, if any, to be attached thereto, shall be in the forms approved from time to time by or pursuant to a Board Resolution, or established in one or more indentures supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Issuer may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage. Each Security and Coupon shall be executed on behalf of the Issuer by its [Chairman of the Board of Directors or any Vice Chairman of the Board of Directors or its President or any Executive Vice President or any Senior Vice President or any Vice President and by its Treasurer or any Assistant Treasurer or its Secretary or any Assistant Secretary], under its Corporate seal. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Each Security and Coupon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Security, or the Security to which such Coupon appertains. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer and, having endorsed thereon the Guarantees executed by the Guarantor and, in the case of Coupon Securities, having attached thereto appropriate Coupons, to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Securities. If the form or terms of the Securities or Coupons of the series have been established in or pursuant to one or more Board Resolutions as permitted by this Section and Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee By: Authorized Signatory Dated: shall be entitled to receive, and (subject to Section 203 8.01) shall be fully protected in relying upon, an Opinion of Counsel stating:
(a) if the form of such Securities, Guarantees or Coupons has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture;
(b) if the terms of such Securities and Guarantees have been established by or pursuant to Board Resolution as permitted by Section 2.01, that such terms have been established in Global Formconformity with the provisions of this Indenture; and
(c) that each such Security and Coupon, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; and that when the Guarantees endorsed on the Securities have been executed by the Guarantor and the Securities have been authenticated by the Trustee and issued by the Issuer, the Guarantees will constitute valid and legally binding obligations of the Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. Unless If such form or terms has been so established, the Trustee shall not be required to authenticate such Securities or Guarantees if the issue of such Securities or Guarantees pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Every Registered Security shall be dated the date of its authentication. Each Unregistered Security shall be dated as provided in or pursuant to the Board Resolution or supplemental indenture referred to in Section 2.01 or, if no such terms are specified, the date of its original issuance. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any Securitiespurpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, the Securities and such certificate upon any Security shall be issuable in global formconclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. If Securities of a series No Guarantee shall be issuable in temporary or permanent global form, become valid or obligatory for any purpose until such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted certificate by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver have been duly executed in the Security on which such Guarantee is endorsed. Notwithstanding the foregoing, if any Security in global form in the manner shall have been duly authenticated and upon written instructions given delivered hereunder but never issued and sold by the Person or Persons specified therein or pursuant to Section 301 with respect to Issuer, and the Issuer shall deliver such Security or to the Trustee for cancellation as provided in the applicable Company Order. If Section 2.08 together with a Company Order pursuant to Section 303 written statement (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but which need not be accompanied by or contained in an Officer’s Certificate comply with Section 15.04 and need not be accompanied by an Opinion of Counsel. Notwithstanding ) stating that such Security has never been issued and sold by the foregoing provisions Issuer, for all purposes of this paragraph, Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. If the Issuer shall establish pursuant to Section 2.01 that the Securities of a series are to be issued in whole or in part in the event a global Security is exchangeable for definitive Securities as provided form of one or more Global Securities, then the Issuer shall execute and the Trustee shall in accordance with this Section 305, then, unless otherwise provided in or pursuant to this Indenture and the Issuer Order with respect to such series authenticate and deliver the Global Security or Securities that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of outstanding Securities of such seriesseries to be represented by the Global Security or Securities, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form (ii) shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security if in registered form, the Person in whose name such Security is registered in the name of the Depository for such Global Security Registeror Securities or the nominee of such Depository, and (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions. Each Depository designated pursuant to Section 2.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depository, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. The Guarantees to be endorsed on the Securities of each series shall be in substantially the form set forth in Section 3.01, or as shall be established by or pursuant to one or more Board Resolutions of the Guarantor (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officers' Certificate of the Guarantor detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or to conform to general usage or as may, consistently herewith, be determined by the officers executing such Guarantees, as evidenced by their execution of such Guarantees.
Appears in 1 contract
Samples: Indenture (General Motors Corp)
Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]_____________________, as Trustee By: :___________________________________________ Authorized Signatory Dated: Section 203 Officer SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be within ---------------------------------- a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as are specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such the manner and in accordance with instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written in accordance with instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any, on) and interest onand Additional Amounts, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 1 contract
Samples: Indenture (McLeodusa Inc)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]U.S. BANK NATIONAL ASSOCIATION, as Trustee AS TRUSTEE By: Authorized Signatory Dated: Section 203 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium or Make-Whole Amount and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or Clearstream.
Appears in 1 contract
Samples: Junior Subordinated Indenture (Delphi Financial Group Inc/De)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], [TRUSTEE] as Trustee By: By ---------------------- Authorized Signatory Dated: Section 203 SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities in Global Form. Unless otherwise provided in of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Issuer Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Issuer Order. If a Company an Issuer Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Issuer with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Issuer and the Issuer delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, of and any premium and interest on, and any Additional Amounts in respect of on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any GuarantorIssuer, the Trustee and any agent of the Company, any Guarantor or Issuer and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611613, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]THE BANK OF NEW YORK MELLON TRUST COMPANY, N. A., as Trustee Date: By: Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security the Holder of such global Security in registered form, the Person in whose name such Security is registered in the Security Register.
Appears in 1 contract
Samples: Indenture (GFI Group Inc.)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee By: Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of CounselCounsel other than those which may be required pursuant to Section 303 or 304 or otherwise pursuant to this Indenture. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the CompanyOperating Partnership, any Guarantor, the Trustee and any agent of the CompanyOperating Partnership, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Register.
Appears in 1 contract
Samples: Indenture (Rhino Equity LLC)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned within‑mentioned Indenture. [ ]U.S. Bank National Association, as Trustee By: ____________________________ Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the CompanyOperating Partnership, any the Limited Guarantor, the Trustee and any agent of the CompanyOperating Partnership, any the Limited Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered form, or (ii) in the case of a global Security Registerin bearer form, the Person or Persons specified pursuant to Section 301.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611614, the Trustee’s certificate Certificate of authentication Authentication on all Securities shall be in substantially the following form: “This is one of the Securities of the series designated therein referred to described in the within-mentioned Indenture. [ ]U.S. BANK NATIONAL ASSOCIATION, as Trustee By: ____________________________________ Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or If any Securities, the Securities shall be Security of a series is issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee and in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to in such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect theretoSecurity. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any Any instructions by the Company Issuer with respect to a Security in global form form, after its initial issuance, shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counselcomply with Section 102. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless Unless otherwise provided in or pursuant to this Indenture with respect to the any series of Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307301, payment of principal of, any premium and interest onGlobal Securities shall be issuable only in registered form without coupons, and any Additional Amounts may be issued in respect of any Security in either temporary or permanent form. Any Security issued in global form shall be made to bear the Person in whose name such following legend: THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. [If a Global Security is registered. Notwithstanding anything to the contrary, the be held by The Depository Trust Company, any Guarantorthen insert: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, the Trustee and any agent of the CompanyEXCHANGE OR PAYMENT, any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered formAND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), the Person in whose name such Security is registered in the Security RegisterANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.]
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Samples: Indenture (Acadia Realty Trust)
Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]STATE STREET BANK AND TRUST COMPANY, as Trustee By: :______________________________________________ Authorized Signatory Dated: Section 203 Officer SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be ---------------------------------- within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as are specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such the manner and in accordance with instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written in accordance with instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium or Make- Whole Amount, any premium if any, on) and interest onand Additional Amounts, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
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Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series Series designated therein referred to in the within-mentioned Indenture. [ ], U.S. BANK NATIONAL ASSOCIATION as Trustee By: Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series Series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series Series (or such lesser principal amount as is permitted by the terms thereof) from time to time set forth in such Securities in global form endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or Section 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counselwriting. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such seriesSeries, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, and any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a global Security, the Holder of such global Security in registered form, the Person in whose name such Security is registered in the Security Register.
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Samples: Subordinated Debt Indenture (Allegiance Bancshares, Inc.)
Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]THE BANK OF NEW YORK, as Trustee Date: By: :_________________________________ Authorized Signatory Dated: Section 203 SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be ---------------------------------- within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as are specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such the manner and in accordance with instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written in accordance with instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Operating Partnership and the Operating Partnership delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium or Make- Whole Amount, any premium if any, on) and interest onand Additional Amounts, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Operating Partnership, the Company, any Guarantor, the Trustee and any agent of the CompanyOperating Partnership, any Guarantor the Company or the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]Xxxxx Fargo Bank, National Association, as Trustee By: Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered form, or (ii) in the case of a global Security Registerin bearer form, the Person or Persons specified pursuant to Section 301.
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Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee By: Authorized Signatory Dated: Section 203 Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee or the Security Registrar the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any) and interest oninterest, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or Clearstream.
Appears in 1 contract
Samples: Indenture (Medley LLC)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ [●], as Trustee By: ____________________________ Authorized Signatory Dated: Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Operating Partnership Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the CompanyOperating Partnership, any the Limited Guarantor, the Trustee and any agent of the CompanyOperating Partnership, any the Limited Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered form, or (ii) in the case of a global Security Registerin bearer form, the Person or Persons specified pursuant to Section 301.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]The Bank of New York Mellon Trust Company, as Trustee N.A., Dated: By: Authorized Signatory Dated: Signature Section 203 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of of, any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Person Holder of such global Security in whose name such Security is registered form, or (ii) in the case of a global Security Registerin bearer form, the Person or Persons specified pursuant to Section 301.
Appears in 1 contract
Samples: Indenture (Sealy Corp)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ [Trustee], as Trustee By: Authorized Signatory Dated: Section 203 203. Securities Issuable in Global FormForm . Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect theretoSection 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all together with the written statement contemplated by the last sentence of Section 303. Notwithstanding any provisions of Section 307 to the contrary, unless otherwise specified as contemplated by Section 305. Notwithstanding the provisions of Section 307301, payment of principal ofof (and premium, any premium if any) and interest oninterest, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i), in registered formthe case of a global Registered Security, the Person in whose name such Security is registered Holder thereof, or (ii) in the Security Registercase of a global Bearer Security, Euroclear or Clearstream.
Appears in 1 contract
Samples: Indenture (Medicinova Inc)
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s certificate certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]SECTION 206. Form of Guarantee The Guarantee of any applicable series of Securities shall be in substantially the following form: For value received, the undersigned (the “Guarantor”), to the extent set forth in and subject to the terms of the Indenture, dated as of September 3, 2009 (the “Indenture”), among Procter & Xxxxxx International Funding SCA, a société en commondite par actions duly organized under the laws of the Grand Duchy of Luxembourg (the “Company”), the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), irrevocably and unconditionally guarantees to each Holder and to the Trustee By: Authorized Signatory Dated: Section 203 and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of or interest on or premium, if any, on the Securities in Global Formand all other monetary obligations of the Company under this Indenture and the Securities and (2) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Unless otherwise provided in or The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture or any Securities, the Securities shall be issuable are expressly set forth in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records Article Eleven of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest onIndenture, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be reference is hereby made to the Person in whose name such Security is registeredIndenture for the precise terms and limitations of this Guarantee. Notwithstanding anything to the contrary, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee shall treat as the Each Holder of the principal amount of Outstanding Securities represented to which this Guarantee is endorsed, by a global Security accepting such Securities, agrees to and shall be bound by such provisions. All terms used in registered form, the Person in whose name such Security is registered this Guarantee which are defined in the Security RegisterIndenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]American Stock Transfer & Trust Company, LLC, as Trustee By: Authorized Signatory Dated: Section 203 If Securities in Global Form. Unless otherwise provided in of or pursuant to this Indenture or any Securities, the Securities shall be within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee or the Security Registrar the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any) and interest oninterest, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 309 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or Company and the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or Clearstream.
Appears in 1 contract
Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ]Date: _____________________, as Trustee By: :_______________________ Authorized Signatory Dated: Section 203 Officer SECTION 203. Securities Issuable in Global Form. Unless otherwise provided in If Securities of or pursuant to this Indenture or any Securities, the Securities shall be ---------------------------------- within a series are issuable in global form. If Securities , as specified as contemplated by Section 301, then, notwithstanding clause (8) of a series shall be issuable in temporary or permanent global formSection 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as are specified therein and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges. Any endorsement of any a Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such the manner and in accordance with instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304 with respect thereto304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written in accordance with instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing The provisions of this paragraph, the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect Company and the Company delivers to the Securities Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of such series, the Trustee shall deliver and redeliver such global Security Counsel) with regard to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease reduction in the principal amount thereto resulting from such exchanges and shall take such other actionsof Securities represented thereby, all as together with the written statement contemplated by the last sentence of Section 305303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal ofof (and premium, any premium if any, on) and interest onand Additional Amounts, and any Additional Amounts in respect of if any, on any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registeredor Persons specified therein. Notwithstanding anything to the contraryprovisions of Section 308 and except as provided in the preceding paragraph, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor Company or the Trustee shall treat as the Holder of the such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered form, or (ii) in the case of a permanent global Security Registerin bearer form, Euroclear or CEDEL.
Appears in 1 contract
Samples: Indenture (McLeodusa Inc)