Global Debenture. (a) In connection with a Dissolution Event, (i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depository, or its nominee, and delivered by the Trustee to the Depository for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustee. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled. (b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository. (c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
Appears in 4 contracts
Samples: Supplemental Indenture (Public Service Co of Colorado), First Supplemental Indenture (Baltimore Gas & Electric Co), Indenture (Public Service Co of Colorado)
Global Debenture. (ai) In If distributed to holders of Capital Securities in connection with a Dissolution Event,, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee.
(iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form may shall be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to the Depository Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depositary or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancellednominee.
(biii) Unless Except under the limited circumstances described in the next paragraph, Debentures represented by the Global Debenture will not be exchangeable for, and until it is exchanged for the will not otherwise be issuable as, Debentures in registered definitive form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository.
(civ) If at any time In the Depository event that (i) DTC notifies the Company that it is unwilling or unable to continue as Depository a Depositary for the Global Debentures or if at any time the Depository for DTC ceases to be a clearing agency registered as such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Company does not appoint a successor Depository for such series is not appointed by the Company Depositary within 90 days after of such notification or of the Company receives such notice or becomes becoming aware of such conditionDTC's ceasing to be so registered, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from (ii) the Company, will authenticate in its sole discretion, executes and delivers to the Trustee a Company Order to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by beneficial interests in the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal Any Global Debenture that is exchangeable pursuant to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture preceding sentence shall be cancelled by the Trustee. Such exchangeable for Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, Depositary shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registereddirect.
Appears in 4 contracts
Samples: First Supplemental Indenture (Bay View Capital I), First Supplemental Indenture (Bay View Capital I), First Supplemental Indenture (Bay View Capital I)
Global Debenture. (a) In connection with a Dissolution ---------------- Event,
(i) the Convertible Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Convertible Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Convertible Debentures (a "Global Debenture"), to be registered in the name of the DepositoryClearing Agency, or its nominee, and delivered by the Trustee to the Depository Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Base Indenture. Payments on the Convertible Debentures issued as a Global Debenture will be made to the DepositoryClearing Agency; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Convertible Preferred Security Certificate which represents Trust Convertible Preferred Securities other than Trust Convertible Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Convertible Preferred Securities") will be deemed to represent beneficial ownership interests in Convertible Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest (including Compounded Interest) equal to accumulated and unpaid distribution on the Non Book-Entry Convertible Preferred Securities until such Convertible Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Convertible Preferred Security Certificates will be cancelled and a Convertible Debenture, registered in the name of the holder Holder of the Convertible Preferred Security Certificate or the transferee of the holder Holder of such Convertible Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Convertible Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Base Indenture. On issue of such Convertible Debentures, Convertible Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryClearing Agency, or to a successor Depository Clearing Agency selected or approved by the Company or to a nominee of such successor DepositoryClearing Agency.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
Appears in 3 contracts
Samples: First Supplemental Indenture (Usx Capital Trust I), First Supplemental Indenture (Usx Corp), First Supplemental Indenture (Usx Capital Trust I)
Global Debenture. (a) In connection with a Dissolution Event,:
(ia) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding the Debentures (a "Global Debenture")so presented, to be registered in the name of The Depository Trust Company ("DTC"), as the Depositoryinitial Clearing Agency for the Debentures, or its nomineethe nominee of DTC, and delivered by the Trustee to the Depository DTC for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company Company, upon any such presentation presentation, shall execute a Global Debenture global debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture global debenture will be made in immediately available funds to the DepositoryDTC (or a successor Clearing Agency); and
(iib) if If any Preferred Securities are held in non book-certificated form (i.e., not in book entry certificated form), the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities (other than Preferred Securities held by the DTC (or a successor Clearing Agency Agency) or its nominee nominee) ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures in certificated form presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate stated liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates will be cancelled canceled and a DebentureDebenture in certificated form, registered in the name of the holder of the such Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate stated liquidation amount of the Preferred Security Certificate cancelledcanceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue Upon issuance of such Debentures, Debentures in certificated form with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
Appears in 3 contracts
Samples: First Supplemental Indenture (Circus Finance Ii), First Supplemental Indenture (Circus Finance Ii), First Supplemental Indenture (Circus Finance Ii)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Debt Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Debt Trustee to or upon the Depository order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Debt Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Debt Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Debt Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Debt Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Debt Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
Appears in 3 contracts
Samples: Second Supplemental Indenture (Suntrust Banks Inc), Supplemental Indenture (Suntrust Capital Iv), Supplemental Indenture (Suntrust Capital Iv)
Global Debenture. For purposes of the Debentures only, Section 205 of the Indenture is hereby amended to read in its entirety as provided in this Section 2.4:
(a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to the Depository Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depositary or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary or if at any time that the Depository Depositary for such series is required to be registered as under the Securities Exchange Act of 1934, such Depositary shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company will execute, and subject to Section 303 301 of the Indenture, the Trustee, upon receipt of an Officers' Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Depository Depositary for delivery to the Persons in whose names such Debentures Securities are so registered.
Appears in 3 contracts
Samples: First Supplemental Indenture (Oge Energy Capital Trust I), First Supplemental Indenture (Oge Energy Capital Trust Ii), First Supplemental Indenture (Oge Energy Capital Trust Ii)
Global Debenture. (a) The Depository Trust Company shall serve as the initial Depository for the Global Debenture.
(b) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depository, or its nominee, and delivered by the Property Trustee to the Depository or pursuant to its instructions for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeTrustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture Indenture. The Trustee, upon receipt of such Global Debenture, together with an Officer's Certificate and this First Supplemental Indenturea Company Order requesting authentication, will authenticate such Global Debenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and
(ii) if any Preferred Capital Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency Depository or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar Property Trustee for transfer or reissuance at which time such Preferred Capital Security Certificates will be cancelled and a Debenture, registered in the name of the holder Holder of the Preferred Capital Security Certificate or the transferee of the holder Holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Capital Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture to such Holder. The Trustee, upon receipt of such Debenture together with an Officer's Certificate and this First Supplemental Indenturea Company Order requesting authentication, shall authenticate such Debenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(bc) Unless and until it is exchanged for the Debentures in definitive registered form, a Global Debenture may be transferred, in whole but not in part, only to the Depository, another nominee of the Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository.
(cd) If (i) at any time the Depository for Global Debenture notifies the Company that it is unwilling or unable to continue as Depository for such Global Debenture or if at any time the Depository for such series Global Debenture shall no longer be a clearing agency registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series Global Debenture is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures determines in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine its sole discretion that the Debentures shall no longer be represented by one or more Global Debenture and delivers to the Global Debenture. In Trustee an Officer's Certificate evidencing such event determination, then the Company will execute, execute and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Officer's Certificate evidencing any such determination by the Company, will authenticate and deliver the Debentures of like tenor in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
Appears in 3 contracts
Samples: First Supplemental Indenture (Prudential Financial Inc), First Supplemental Indenture (Prudential Financial Inc), First Supplemental Indenture (Prudential Financial Inc)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to the Depository Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First [ ] Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non non- book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First [ ] Supplemental Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver make available for delivery the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company will execute, and subject to Section 303 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Depository Depositary for delivery to the Persons in whose names such Debentures Securities are so registered.
Appears in 2 contracts
Samples: Supplemental Indenture (Citicorp), Supplemental Indenture (Citicorp)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to the Depository Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver make available for delivery the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company will execute, and subject to Section 303 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Depository Depositary for delivery to the Persons in whose names such Debentures Securities are so registered.
Appears in 2 contracts
Samples: Supplemental Indenture (Allstate Financing Vi), Supplemental Indenture (Allstate Corp)
Global Debenture. (a) In connection If the Company shall establish pursuant to Section 2.01 that the Debentures of a particular series are to be issued as one or more Global Debentures, then the Company shall execute and the Trustee shall, in accordance with a Dissolution Event,
Section 2.04, authenticate and deliver, one or more Global Debentures which (i) the Debentures in certificated form may shall represent, and shall be presented to the Trustee by the Property Trustee in exchange for a global Debenture denominated in an aggregate principal amount equal to the aggregate principal amount of, all of all outstanding the Outstanding Debentures of such series, (a "Global Debenture"), to ii) shall be registered in the name of the Depository, Depositary or its nominee, and (iii) shall be delivered by the Trustee to the Depository for crediting to the accounts of its participants Depositary or pursuant to the instructions Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Administrative Trustee. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and Indenture, this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary or to a successor Depositary or to a nominee of such successor Depositary."
(b) Notwithstanding the provisions of Section 2.05, the Global Debenture of a series may be transferred, in whole but not in part and in the manner provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depository Depositary for such series selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary for a series of Debentures notifies the Company that it is unwilling or unable to continue as Depository Depositary for such series or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, regulation and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer be applicable to the Debentures of such series and the Company will execute, and, and subject to Article Three of the IndentureSection 2.05, the Trustee, upon written notice from the Company, Trustee will authenticate and deliver the make available for delivery Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debentures of such series in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures of any series shall no longer be represented by one or more Global Debentures and that the Global Debentureprovisions of this Section 2.11 shall no longer apply to the Debentures of such series. In such event the Company will execute, execute and subject to Section 303 of the Indenture2.05, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debentures of such series in exchange for such Global DebentureDebentures. Upon the exchange of the Global Debenture Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture Debentures pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository Depositary for delivery to the Persons persons in whose names such Debentures are so registered.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Aes Corporation), Junior Subordinated Indenture (Aes Trust Ii)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to the Depository Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depositary or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates will be cancelled canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelledcanceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the DepositoryDepositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will shall execute, and, subject to Article Three II of the Indenture, the Trustee, upon written notice from the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company will shall execute, and and, subject to Section 303 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Depository Depositary for delivery to the Persons in whose names such Debentures Securities are so registered.
Appears in 2 contracts
Samples: First Supplemental Indenture (Countrywide Home Loans Inc), First Supplemental Indenture (Countrywide Home Loans Inc)
Global Debenture. (a) In connection with a Dissolution Event,, the following provisions apply:
(i) the The Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), ) to be registered in the name of the DepositoryClearing Agency, or its nominee, and delivered by the Trustee to the Depository Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeCompany, following which the Clearing Agency will act as depositary for the Debentures. The Company Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; andClearing Agency.
(ii) if If any Trust Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Trust Preferred Security Securities Certificate which that represents Trust Preferred Securities other than Trust Preferred Securities held by the Clearing Agency Depositary or its nominee ("Non Book-Entry Trust Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust Preferred Securities until such Non Book-Entry Trust Preferred Security Certificates Securities are presented to the Security Registrar for transfer or reissuance at which time such Non Book-Entry Trust Preferred Security Certificates Securities will be cancelled canceled and a Debenture, registered in the name of the holder of the Non Book-Entry Trust Preferred Security Certificate Securities or the transferee of the holder of such Non Book-Entry Trust Preferred Security CertificateSecurities, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust Preferred Security Certificate cancelledSecurities canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures Except as provided in registered form(c) below, a Global Debenture may be transferred, in whole but not in part, only to another a nominee of the Depository, or to a Clearing Agency (including any successor Depository Clearing Agency selected or approved by the Company or to a nominee of such successor DepositoryClearing Agency).
(c) If at any time the Depository Clearing Agency notifies the Company that it is unwilling or unable to continue as Depository depositary or if at any time the Depository for such series Clearing Agency shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series Clearing Agency is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, and the Trustee, upon written notice from the Companyreceipt of a Company Order with respect to authentication and delivery, will authenticate and deliver the Debentures in accordance with the provisions set forth in this Section 2.3(c) in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the CompanyCompany and a Company Order with respect to authentication and delivery, will authenticate and deliver the Debentures in accordance with the provisions set forth in this Section 2.3(c) in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without couponsform, in authorized denominations, the Global Debenture shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryClearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository Clearing Agency for delivery to the Persons in whose names such Debentures are so registered.
Appears in 2 contracts
Samples: Indenture (Westcoast Hospitality Corp), Indenture (Westcoast Hospitality Capital Trust)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depository Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryClearing Agency; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indentureto such holder. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryClearing Agency, or to a successor Depository Clearing Agency selected or approved by the Company or to a nominee of such successor DepositoryClearing Agency.
(c) If at any time the Depository Clearing Agency notifies the Company that it is unwilling or unable to continue as Depository a Clearing Agency or if at any time the Depository Clearing Agency for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Clearing Agency for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 3.3 of the Base Indenture, the Trustee, upon receipt of an Officers' Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryClearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Depository Clearing Agency for delivery to the Persons in whose names such Debentures Securities are so registered.
Appears in 2 contracts
Samples: First Supplemental Indenture (Cendant Capital Iii), First Supplemental Indenture (Cendant Capital V)
Global Debenture. (a) In connection with a Dissolution Event,
(i) if any Preferred Securities are held in book-entry form, the related Debentures in certificated form may shall be presented to the Trustee (if an arrangement with the Depositary has been maintained) by the Property Trustee in exchange for a one or more global Debenture Debentures in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to the Depository Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeTrustees. The Company upon any such presentation shall execute a one or more Global Debenture Debentures in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First [__] Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the related Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate certificate which represents Preferred Securities other than Preferred Securities in book-entry form held by the Clearing Agency Depositary or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates certificates are presented to the Security Registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates certificates will be cancelled canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate certificate or the transferee of the holder of such Preferred Security Certificatecertificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelledcertificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First [__] Supplemental Indenture. On Upon issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) Unless and until it is exchanged for A Global Debenture shall represent the aggregate amount of outstanding Debentures from time to time endorsed thereon; provided, that the aggregate amount of 5 outstanding Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges or redemptions. Any endorsement of a Global Debenture to reflect the amount of any increase or decrease in registered formthe amount of outstanding Debentures represented thereby shall be made by the Trustee, a in accordance with instructions given by the Company as required by this Section 2.4.
(c) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(cd) If (i) at any time the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company will at any time determines that the Debentures shall no longer be solely represented by a Global Debenture or (iii) there shall have occurred an Event of Default, then the Company shall execute, and, subject to Article Three II of the Indenture, the Trustee, upon written notice from the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debenture, in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will shall execute, and and, subject to Section 303 2.6 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the CompanyCompany and a Company Order, will shall authenticate and deliver make available for delivery the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debenture, in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Depository Depositary for delivery to the Persons in whose names such Debentures Securities are so registered.
Appears in 2 contracts
Samples: Supplemental Indenture (Sterling Bancshares Capital Trust Ii), Supplemental Indenture (Sterling Bancshares Capital Trust Ii)
Global Debenture. (a) In connection with a Dissolution Event,:
(i) the if any Preferred Securities are held in book-entry form ("Book-Entry Preferred Securities"), a Like Amount of Definitive Debentures in certificated form may shall be presented to the Trustee (if an arrangement with the Depositary has been maintained) by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding one or more Global Debentures (a "Global Debenture"as may be required pursuant to Section 2.06), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to the Depository Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustee. The Trustees; the Company upon any such presentation shall execute a one or more Global Debenture Debentures in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture this Indenture; and this First Supplemental Indenture. Payments payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the related Definitive Debentures in certificated form may be presented to the Trustee Trustee, by the Property Trustee and any Preferred Security Certificate certificates which represents represent Preferred Securities other than Book-Entry Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates certificates are presented to the Security Registrar Debenture registrar for the Debentures for transfer or reissuance reissuance, at which time such Preferred Security Certificates certificates will be cancelled canceled, and a DebentureDebenture in a Like Amount, registered in the name of the holder of the Preferred Security Certificate certificate or the transferee of the holder of such Preferred Security Certificatecertificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this Indenture; and upon the Indenture and this First Supplemental Indenture. On issue issuance of such Debentures, Debentures Preferred Security certificates with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) Unless The Global Debentures shall respectively represent the aggregate amount of outstanding Debentures of a series from time to time endorsed thereon; provided, however, that the aggregate principal amount of outstanding Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and until it is exchanged for the Debentures in registered form, prepayments. Any endorsement of a Global Debenture to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Debentures of a series represented thereby shall be made by the Trustee, in accordance with instructions given by the Company as required by this Section 2.04.
(c) The Global Debentures may be transferred, in whole but not in part, only to the Depositary, to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(cd) If at any time the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository for such series shall no longer Depositary has ceased to be a clearing agency registered or in good standing under the Securities Exchange Act of 1934Act, as amendedand, or other applicable statute or regulationin each case, and a successor Depository for such series Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, and the Trustee, upon written notice from the Companyreceipt of a Company Order, will authenticate and deliver make available for delivery the Debentures in definitive registered form without couponsDefinitive Debentures, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debenture, in exchange for such Global Debenture. If there is a Default or an Event of Default, the Depositary shall have the right to exchange the Global Debentures for Definitive Debentures. In addition, the Company may at any time determine that the Debentures of a series shall no longer be represented by the a Global Debenture. In the event of such event an Event of Default or such a determination, the Company will shall execute, and subject to Section 303 of the Indenture2.06, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the CompanyCompany and a Company Order, will authenticate and deliver make available for delivery the Debentures in definitive registered form without couponsDefinitive Debentures, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debenture, in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without couponsDefinitive Debentures, in authorized denominations, the Global Debenture shall be cancelled canceled by the Trustee. Such Definitive Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Debentures to the Depository Depositary for delivery to the Persons in whose names such Definitive Debentures are so registered.
Appears in 2 contracts
Samples: Indenture (New York Community Bancorp Inc), Indenture (New York Community Bancorp Inc)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to or upon the Depository order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeTrustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
Appears in 2 contracts
Samples: First Supplemental Indenture (Mbna Corp), Second Supplemental Indenture (Mbna Corp)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryClearing Agency, or its nominee, and delivered by the Property Trustee to the Depository Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeTrustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryClearing Agency; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indentureto such holder. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryClearing Agency, or to a successor Depository Clearing Agency selected or approved by the Company or to a nominee of such successor DepositoryClearing Agency.
(c) If at any time the Depository Clearing Agency notifies the Company that it is unwilling or unable to continue as Depository a Clearing Agency or if at any time the Depository Clearing Agency for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Clearing Agency for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company will execute, and subject to Section 303 3.3 of the Base Indenture, the Trustee, upon receipt of an Officers' Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryClearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Depository Clearing Agency for delivery to the Persons in whose names such Debentures Securities are so registered.
Appears in 2 contracts
Samples: First Supplemental Indenture (Lincoln National Corp), First Supplemental Indenture (Lincoln National Corp)
Global Debenture. (a) In connection with a Dissolution Event,distribution of the Debentures to the holders of the Trust Securities pursuant to the Declaration:
(i) the The Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Outstanding Debentures of such series (a "Global Debenture"), to be registered in the name of the Depository, or its nominee, and delivered by the Trustee to the Depository for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company Issuer upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and.
(ii) if If any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelledcanceled, will be executed by the Company Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) Unless and until it is exchanged for the Debentures in registered certificated form, a Global Debenture may be transferred, in whole but not in part, only 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, Depository or by the Depository or any such nominee to a successor Depository selected or approved by the Company Issuer or to a nominee of such successor Depository.
(c) If at any time the Depository for the Debentures notifies the Company Issuer that it is unwilling or unable to continue as Depository for the Debentures or if at any time the Depository for such series the Debentures shall no longer be registered or in good standing as a clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time at which the Depository is required to be so registered to act as Depository for the Debentures, and a successor Depository for such series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such condition, as the case may be, the Company Issuer will execute, and, subject to Article Three 3 of the Indenture, the Trustee, upon written notice from the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Issuer, in its sole discretion, may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company Issuer will execute, and subject to Section 303 Article 3 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeTrustee in writing. The Trustee shall deliver such registered certificated Debentures in definitive form in exchange for the Global Debenture to the Depository for delivery to the Persons in whose names such Debentures are so registered.
Appears in 2 contracts
Samples: Supplemental Indenture (Motorola Inc), First Supplemental Indenture (Motorola Inc)
Global Debenture. (a) In connection with a Dissolution Event,
(i) If the Company shall establish pursuant to Section 2.01 that the Debentures in certificated form may of a particular series are to be presented to issued as one or more Global Debentures, then the Company shall execute and the Trustee by the Property Trustee shall, in exchange accordance with Section 2.04, authenticate and make available for a global Debenture delivery, one or more Global Debentures, which shall represent, and shall be denominated in an aggregate principal amount equal to the aggregate principal amount of, all of all outstanding the Outstanding Debentures (a "Global Debenture")of such series, to shall be registered in the name of the Depository, Depositary or its nominee, and delivered shall be made available for delivery by the Trustee to the Depository for crediting to the accounts of its participants Depositary or pursuant to the instructions Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Administrative Trustee. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and Indenture, this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary or to a successor Depositary or to a nominee of such successor Depositary."
(b) Notwithstanding the provisions of Section 2.05, the Global Debenture of a series may be transferred, in whole but not in part and in the manner provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depository Depositary for such series selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary for a series of Debentures notifies the Company that it is unwilling or unable to continue as Depository Depositary for such series or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, regulation and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer be applicable to the Debentures of such series and the Company will execute, execute and, subject to Article Three of the IndentureSection 2.05, the Trustee, upon written notice from the Company, Trustee will authenticate and deliver the make available for delivery Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.in
Appears in 1 contract
Samples: Indenture (Federal Mogul Corp)
Global Debenture. (a) 1. In connection with a Dissolution Eventdistribution of the Debentures to the holders of the Trust Securities,
(i) a. the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Institutional Trustee to the Depository Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company Company, upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First ______ Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) b. if any Preferred Capital Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate or the transferee of the holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Capital Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First ______ Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a 2. A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) 3. If at any time the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company will execute, and subject to Section 303 301 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.for
Appears in 1 contract
Global Debenture. (a) In connection with a Dissolution Eventliquidation,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to the Depository Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company Company, upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Capital Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount Liquidation Amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Capital Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate or the transferee of the holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount Liquidation Amount of the Preferred Capital Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver make available for delivery the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company will execute, and subject to Section 303 3.5 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Depository Depositary for delivery to the Persons in whose names such Debentures Securities are so registered.
Appears in 1 contract
Samples: Supplemental Indenture (International Paper Co /New/)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depository, or its nominee, and delivered by the Trustee to the Depository for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustee. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a global Debenture in principal amount equal to the aggregate principal amount of all outstanding Debentures ("Global Debenture Debenture") may be transferred, in whole but not in part, only to another the Clearing Agency or a nominee of the DepositoryClearing Agency, or to a successor Depository Clearing Agency selected or approved by the Company or to a nominee of such successor DepositoryClearing Agency.
(cb) If at any (i) time the Depository Clearing Agency notifies the Company that it is unwilling or unable to continue as Depository or if a Clearing Agency for the Global Debentures and no successor Clearing Agency shall have been appointed within 90 days after such notification, (ii) the Clearing Agency at any time the Depository for such series shall no longer ceases to be a clearing agency registered or in good standing under the Securities Exchange Act of 1934, 1934 at any time the Clearing Agency is required to be so registered to act as amended, or other applicable statute or regulation, such Clearing Agency and a no successor Depository for such series is not Clearing Agency shall have been appointed by the Company within 90 days after the Company receives such notice or becomes becoming aware of such conditionthe Clearing Agency's ceasing to be so registered, as (iii) the case may beCompany, in its sole discretion, determines that the Global Debentures shall be so exchangeable or (iv) there shall have occurred and be continuing an Event of Default, the Company will execute, and, subject to Article Three II of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryClearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Depository Clearing Agency for delivery to the Persons in whose names such Debentures Securities are so registered.
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Global Debenture. (a) In connection with a Dissolution Event,
(i) if any Preferred Securities are held in book-entry form, the related Debentures in certificated form may shall be presented to the Trustee (if an arrangement with the Depositary has been maintained) by the Property Trustee in exchange for a one or more global Debenture Debentures in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to the Depository Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeTrustees. The Company upon any such presentation shall execute a one or more Global Debenture Debentures in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the related Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate certificate which represents Preferred Securities other than Preferred Securities in book-entry form held by the Clearing Agency Depositary or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates certificates are presented to the Security Registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates certificates will be cancelled canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate certificate or the transferee of the holder of such Preferred Security Certificatecertificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelledcertificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Second Supplemental Indenture. On Upon issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) Unless and until it is exchanged for A Global Debenture shall represent the aggregate amount of outstanding Debentures from time to time endorsed thereon; provided, that the aggregate amount of outstanding Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges or redemptions. Any endorsement of a Global Debenture to reflect the amount of any increase or decrease in registered formthe amount of outstanding Debentures represented thereby shall be made by the Trustee, a in accordance with instructions given by the Company as required by this Section 2.4.
(c) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(cd) If (i) at any time the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company will at any time determines that the Debentures shall no longer be solely represented by a Global Debenture or (iii) there shall have occurred an Event of Default, then the Company shall execute, and, subject to Article Three II of the Indenture, the Trustee, upon written notice from the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debenture, in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will shall execute, and and, subject to Section 303 2.6 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the CompanyCompany and a Company Order, will shall authenticate and deliver make available for delivery the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debenture, in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Depository Depositary for delivery to the Persons in whose names such Debentures Securities are so registered.
Appears in 1 contract
Samples: Second Supplemental Indenture (Sterling Bancshares Inc)
Global Debenture. (a) In connection with If additional Debentures are issuable in global form, then, such Debenture shall represent such of the outstanding Debentures of such series as shall be specified therein and may provide that it shall represent the aggregate amount of outstanding Debentures from time to time endorsed thereon and that the aggregate amount of outstanding Debentures represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal global form to reflect the aggregate principal amount amount, or any increase or decrease in the amount, of all outstanding Debentures (a "Global Debenture"), to represented thereby shall be registered in the name of the Depository, or its nominee, and delivered made by the Trustee in such manner and upon instructions given by such person or persons as shall be specified in such Debenture or by the Bank. Subject to the Depository for crediting to provisions of Section 2.9 and, if applicable, Section 2.10, the accounts of its participants pursuant to the instructions of the Administrative Trustee. The Company upon Trustee shall deliver and redeliver any such presentation shall execute a Global Debenture in global form in the manner and upon written instructions given by the person or persons specified in such aggregate Debenture or by the Bank. Any instructions by the Bank with respect to endorsement or delivery or redelivery of a Debenture in global form shall be in writing. Payment of principal amount of and deliver the same to the Trustee for authentication and delivery any interest in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global any Debenture will in global form shall be made to the Depository; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency person or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent persons specified therein. The owner of beneficial interests in Debentures presented any global Debenture shall not be considered a holder and shall have no rights as such under this Trust Indenture with respect to any global Debenture held on such owner's behalf by a Depositary designated as such by the Bank, and such Depositary may be treated by the Bank, the Trustee, and any agent of the Bank or the Trustee by as the Property sole holder and owner of such global Debenture for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Bank, the Trustee having an aggregate principal amount equal to the aggregate liquidation amount or any agent of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented Bank or the Trustee from giving effect to the Security Registrar for transfer any written certificate, proxy or reissuance at which time such Preferred Security Certificates will be cancelled other authorization furnished by a Depositary, or impair, as between a Depositary and a its participants in any global Debenture, registered the operation of customary practices governing the exercise of the rights of a holder of a Debenture of any series, including, without limitation, the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action that a holder is entitled to give or to take under this Trust Indenture. Neither the Bank, the Trustee nor any agent will 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 Debenture or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. In respect of any Depositary in the name United States of America designated pursuant to section 2.7 for a global Debenture, such Depositary must, at the holder time of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificateits designation, and at all times while it serves as the case may beDepositary, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in a clearing agency registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedamendxx, or other xxx xxx xxxxx applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
Appears in 1 contract
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Institutional Trustee to the Depository Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Second Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depository, or to a successor Depository Depositary selected or approved by the Company or to a nominee of or such successor DepositoryDepositary.
(c) If at any time the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 3.1 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names name and in such authorized denominations as the Depository, Depositary pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Depository Depositary for delivery to the Persons in whose names such Debentures Securities are so registered.
Appears in 1 contract
Samples: Second Supplemental Indenture (Hartford Life Capital Ii)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Convertible Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Convertible Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDTC, or its nominee, and delivered by the Trustee to the Depository DTC for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Convertible Debentures issued as a Global Debenture will be made to the DepositoryDTC; and
(ii) if any Convertible Preferred Securities are held in non book-book- entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Convertible Preferred Security Certificate which represents Convertible Preferred Securities other than Convertible Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Convertible Preferred Securities") will be deemed to represent beneficial interests in Convertible Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Convertible Preferred Securities until such Convertible Preferred Security Certificates are presented to the Security Debenture Registrar for transfer or reissuance at which time such Convertible Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Convertible Preferred Security Certificate or the transferee of the holder of such Convertible Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Convertible Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Convertible Debentures, Convertible Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDTC, or to a successor Depository depositary selected or approved by the Company or to a nominee of such successor Depositorydepositary.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
Appears in 1 contract
Global Debenture. (a) In connection If the Company shall establish pursuant to Section 2.01 that the Debentures of a particular series are to be issued in whole as one or more Global Debentures, then the Company shall execute and the Trustee shall, in accordance with a Dissolution Event,
Section 2.04, authenticate and deliver, one or more Global Debentures which (i) the Debentures in certificated form may shall represent, and shall be presented to the Trustee by the Property Trustee in exchange for a global Debenture denominated in an aggregate principal amount equal to the aggregate principal amount of, all of all outstanding the Outstanding Debentures of such series, (a "Global Debenture"), to ii) shall be registered in the name of the Depository, Depository or its nominee, and (iii) shall be delivered by the Trustee to the Depository for crediting to the accounts of its participants or pursuant to the instructions Depository's instruction and (iv) shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Administrative Trustee. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and Indenture, this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depository or to a successor Depository or to a nominee of such successor Depository."
(b) Notwithstanding the provisions of Section 2.07, unless and until it is exchanged in whole or in part for Debentures in definitive registered form, the Global Debenture or Debentures of a series may be transferred, in whole but not in part and in the manner provided in Section 2.07, only to another nominee of the Depository for such series, or to a successor Depository for such series selected or approved by the Company or to a nominee of such successor Depository.
(c) If at any time the Depository for a series of Debentures notifies the Company that it is unwilling or unable to continue as Depository for such series or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, regulation and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer be applicable to the Debentures of such series and the Company will execute, execute and, subject to Article Three of the IndentureSection 2.07, the Trustee, upon written notice from the Company, Trustee will authenticate and deliver the make available for delivery Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debentures of such series in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures of any series shall no longer be represented by one or more Global Debentures and that the Global Debentureprovisions of this Section 2.11 shall no longer apply to the Debentures of such series. In such event the Company will executeexecute and, and subject to Section 303 of the Indenture2.07, the Trustee, upon receipt of an Officers' Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the make available for delivery Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debentures of such series in exchange for such Global DebentureDebentures. Upon the exchange of the Global Debenture Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture Debentures pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons persons in whose names such Debentures are so registered.
Appears in 1 contract
Samples: Junior Indenture (Hawaiian Electric Industries Inc)
Global Debenture. (a) In connection with a Dissolution Event,
(i) If the Company shall establish pursuant to Section 2.01 that the Debentures of a particular series are to be issued in certificated form may be presented to whole as one or more Global Debentures, then the Company shall execute and the Trustee by the Property Trustee shall, in exchange for a global Debenture accordance with Section 2.04, authenticate and deliver, one or more Global Debentures which (i)shall represent, and shall be denominated in an aggregate principal amount equal to the aggregate principal amount of, all of all outstanding the Outstanding Debentures of such series, (a "Global Debenture"), to ii)shall be registered in the name of the Depository, Depository or its nominee, and (iii)shall be delivered by the Trustee to the Depository for crediting to the accounts of its participants or pursuant to the instructions Depository's instruction and (iv)shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Administrative Trustee. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and Indenture, this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depository or to a successor Depository or to a nominee of such successor Depository."
(b) Notwithstanding the provisions of Section 2.07, unless and until it is exchanged in whole or in part for Debentures in definitive registered form the Global Debenture or Debentures of a series may be transferred, in whole but not in part and in the manner provided in Section 2.07, only to another nominee of the Depository for such series, or to a successor Depository for such series selected or approved by the Company or to a nominee of such successor Depository.
(c) If at any time the Depository for a series of Debentures notifies the Company that it is unwilling or unable to continue as Depository for such series or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, regulation and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer be applicable to the Debentures of such series and the Company will execute, and, and subject to Article Three of the IndentureSection 2.07, the Trustee, upon written notice from the Company, Trustee will authenticate and deliver the Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debentures of such series in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures of any series shall no longer be represented by one or more Global Debentures and that the Global Debentureprovisions of this Section 2.11 shall no longer apply to the Debentures of such series. In such event the Company will execute, execute and subject to Section 303 of the Indenture2.07, the Trustee, upon receipt of an Officers' Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the make available for delivery Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debentures of such series in exchange for such Global DebentureDebentures. Upon the exchange of the Global Debenture Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture Debentures pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons persons in whose names such Debentures are so registered.
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Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depository Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryClearing Agency; and
(ii) if any Preferred Securities are held in non book-book- entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indentureto such holder. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryClearing Agency, or to a successor Depository Clearing Agency selected or approved by the Company or to a nominee of such successor DepositoryClearing Agency.
(c) If at any time the Depository Clearing Agency notifies the Company that it is unwilling or unable to continue as Depository a Clearing Agency or if at any time the Depository Clearing Agency for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Clearing Agency for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 3.3 of the Base Indenture, the Trustee, upon receipt of an Officers' Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryClearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Depository Clearing Agency for delivery to the Persons in whose names such Debentures Securities are so registered.
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Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depository Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryClearing Agency; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDTC, or to a successor Depository Clearing Agency selected or approved by the Company or to a nominee of such successor DepositoryClearing Agency.
(c) If at any time the Depository DTC notifies the Company that it is unwilling or unable to continue as Depository a Clearing Agency or if at any time the Depository Clearing Agency for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Clearing Agency for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 301 of the Indenture, the Trustee, upon receipt of an Officers' Officers Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryClearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Depository Clearing Agency for delivery to the Persons in whose names such Debentures Securities are so registered.
Appears in 1 contract
Samples: First Supplemental Indenture (Conseco Financing Trust Vii)
Global Debenture. (a) In connection with a Dissolution EventElection,
(i) if any Capital Securities are held in book-entry form, the related Definitive Debentures in certificated form may shall be presented to the Trustee (if an arrangement with the Depositary has been maintained) by the Property Trustee in exchange for a global Debenture one or more Global Debentures in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture")Debentures, to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to the Depository Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustee. The Regular Trustees; the Company upon any such presentation shall execute a one or more Global Debenture Debentures in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture Indenture; and this First Supplemental Indenture. Payments payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Capital Securities are held in non non-book-entry certificated formform ("Non-Book-Entry Capital Securities"), the related Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Capital Security Certificate certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.such
(b) Unless The Global Debentures shall represent the aggregate amount of outstanding Debentures from time to time endorsed thereon; provided, that the aggregate amount of outstanding Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and until it is exchanged for redemptions. Any endorsement of a Global Debenture to reflect the amount of any increase or decrease in the amount of outstanding Debentures represented thereby shall be made by the Trustee, at the Company's expense and in registered form, a accordance with instructions given by the Company.
(c) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
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Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depository, or its nominee, and delivered by the Trustee to the Depository for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustee. The Company upon any such presentation shall execute a A Global Debenture in such aggregate principal amount and deliver the same with respect to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture series may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(cb) If at any time the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository for such series shall no longer Depositary has ceased to be a clearing agency registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulationAct, and a successor Depository for such series Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, and the Trustee, upon written notice from the Companyreceipt of a Company Order, will authenticate and deliver the Debentures in definitive registered form without couponsmake available for delivery Definitive Debentures, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture or Global Debentures, in exchange for such Global DebentureDebenture or Global Debentures. If there is an Event of Default, the Depositary shall have the right to exchange the Global Debenture or Global Debentures for Definitive Debentures. In addition, the Company may at any time determine that the Debentures of any series shall no longer be represented by the a Global Debenture. In the event of such event an Event of Default or such a determination, the Company will shall execute, and subject to this Section 303 of the Indenture2.06, the Trustee, upon receipt of an Officers' Officer's Certificate evidencing such determination by the CompanyCompany and a Company Order, will authenticate and deliver the Debentures in definitive registered form without couponsmake available for delivery Definitive Debentures, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture or Global Debentures in exchange for such Global DebentureDebenture or Global Debentures. Upon the exchange of the Global Debenture or Global Debentures for such Debentures in definitive registered form without couponsDefinitive Debentures, in authorized denominations, the Global Debenture or Global Debentures shall be cancelled by the Trustee. Such Definitive Debentures in definitive registered form issued in exchange for the Global Debenture or Global Debentures shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.instructions
Appears in 1 contract
Samples: Junior Subordinated Indenture (Fw Preferred Capital Trust I)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to the Depository Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees which instructions shall be provided in accordance with the terms of the Declaration. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
and (ii) if any Preferred Capital Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Capital Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary, another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company Company, or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository for such series Depositary shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the make available for delivery Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company will execute, and subject to Section 303 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository Depositary for delivery to the Persons in whose names such Debentures are so registered.
Appears in 1 contract
Samples: First Supplemental Indenture (Countrywide Capital Ii)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global ------ Debenture"), to be registered in the name of the DepositoryDepositary, or its --------- nominee, and delivered by the Trustee to or upon the Depository order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Fourth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-book- entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will ----------------------------------- be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Third Supplemental Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
Appears in 1 contract
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryClearing Agency, or its nominee, and delivered by the Trustee to the Depository Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees and the Clearing Agency will act as Depository for the Debentures. The Company Issuer upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelledcanceled, will be executed by the Company Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures Except as provided in registered form(c) below, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company Issuer or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Depositary for such series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such condition, as the case may be, the Company Issuer will execute, and, subject to Article Three Section 2.8 of the Indenture, the Trustee, upon written notice from the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Issuer may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company Issuer will execute, and subject to Section 303 2.8 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without couponsform, in authorized denominations, the Global Debenture shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository Depositary for delivery to the Persons in whose names such Debentures are so registered.
Appears in 1 contract
Samples: First Supplemental Indenture (Puget Sound Energy Inc)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to the Depository Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees which instructions shall be provided in accordance with the terms of the Declaration. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate 4 or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository for such series Depositary shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the make available for delivery Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company will execute, and subject to Section 303 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository Depositary for delivery to the Persons in whose names such Debentures are so registered.
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Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to or upon the Depository order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate Certifi- cate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
Appears in 1 contract
Samples: Supplemental Indenture (First Chicago NBD Capital Iv)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Debt Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Debt Trustee to or upon the Depository order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Debt Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Debt Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Debt Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.the
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Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryClearing Agency, or its nominee, and delivered by the Trustee to the Depository Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeCompany and the Clearing Agency will act as Depositary for the Debentures. The Company Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Trust Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Trust Preferred Security Securities Certificate which represents Trust Preferred Securities other than Trust Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Trust Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust Preferred Securities until such Non Book-Entry Trust Preferred Security Certificates Securities are presented to the Security Registrar for transfer or reissuance at which time such Non Book-Entry Trust Preferred Security Certificates Securities will be cancelled canceled and a Debenture, registered in the name of the holder of the Non Book-Entry Trust Preferred Security Certificate Securities or the transferee of the holder of such Non Book-Entry Trust Preferred Security CertificateSecurities, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust Preferred Security Certificate cancelledSecurities canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures Except as provided in registered form(c) below, a Global Debenture may be transferredtrans ferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, and the Trustee, upon written notice from the Companyreceipt of a Company Order with respect to authentication and delivery, will authenticate and deliver the Debentures in accordance with the provisions set forth in this Section 203(c) in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the CompanyCompany and a Company Order with respect to authentication and delivery, will authenticate and deliver the Debentures in accordance with the provisions set forth in this Section 203(c) in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without couponsform, in authorized denominations, the Global Debenture shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository Depositary for delivery to the Persons in whose names such Debentures are so registered.. ARTICLE THREE THE DEBENTURES
Appears in 1 contract
Samples: Indenture (American Equity Investment Life Holding Co)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Convertible Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Convertible Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDTC, or its nominee, and delivered by the Trustee to the Depository DTC (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Convertible Debentures issued as a Global Debenture will be made to the Depository; DTC or its nominee: and
(ii) if any Trust Preferred Securities are held in non book-book- entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Trust Preferred Security Certificate which represents Trust Preferred Securities other than Trust Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Trust Preferred Securities") will be deemed to represent beneficial interests in Convertible Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust Preferred Securities until such Trust Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Trust Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Trust Preferred Security Certificate or the transferee of the holder of such Trust Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Trust Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Convertible Debentures, Convertible Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDTC or to DTC by its nominee, or to a successor Depository depositary selected or approved by the Company or to a nominee of such successor Depositorydepositary.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
Appears in 1 contract
Samples: First Supplemental Subordinated Indenture (CNF Transportation Inc)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryClearing Agency, or its nominee, and delivered by the Trustee to the Depository Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees and the Clearing Agency will act as Depositary for the Debentures. The Company Issuer upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which that represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelledcanceled, will be executed by the Company Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures Except as provided in registered form(c) below, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company Issuer or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Depositary for such series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such condition, as the case may be, the Company Issuer will execute, and, subject to Article Three Section 2.8 of the Indenture, the Trustee, upon written notice from the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Issuer may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company Issuer will execute, and subject to Section 303 2.8 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without couponsform, in authorized denominations, the Global Debenture shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository Depositary for delivery to the Persons in whose names such Debentures are so registered.
Appears in 1 contract
Samples: First Supplemental Indenture (Laclede Capital Trust I)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depository Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryClearing Agency; and
(ii) if any Preferred Capital Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Capital Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate or the transferee of the holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Capital Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.authentication
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Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depository Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryClearing Agency; and
(ii) if any Preferred Securities are held in non book-book- entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Book- Entry Preferred Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indentureto such holder. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryClearing Agency, or to a successor Depository Clearing Agency selected or approved by the Company or to a nominee of such successor DepositoryClearing Agency.
(c) If at any time the Depository Clearing Agency notifies the Company that it is unwilling or unable to continue as Depository a Clearing Agency or if at any time the Depository Clearing Agency for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Clearing Agency for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 3.3 of the Base Indenture, the Trustee, upon receipt of an Officers' Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryClearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Depository Clearing Agency for delivery to the Persons in whose names such Debentures Securities are so registered.
Appears in 1 contract
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depository, or its nominee, and delivered by the Trustee to or upon the order of the Depository for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeTrustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and
(ii) if any Preferred Securities are held in non book-book- entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate certificate which represents Preferred Securities (each a "Preferred Security Certificate") other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate Certificate, or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository.
(c) If at any time For purposes hereof, "Dissolution Event" means the Depository notifies liquidation of the Company that it is unwilling or unable Regions Financing Trust I (the "Trust") pursuant to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under Trust Agreement relating to the Securities Exchange Act Trust and the distribution of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed the Debentures held by the Company within 90 days after Property Trustee to the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three Holders of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented Trust Securities issued by the Global Debenture. In Trust pro rata in accordance with such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registeredTrust Agreement.
Appears in 1 contract
Samples: First Supplemental Indenture (Regions Financial Corp)
Global Debenture. (a) In connection with a Dissolution Event,
(i) If the Company shall establish pursuant to Section 2.1 that the Debentures in certificated form may of a particular series are to be presented to issued as one or more Global Debentures, then the Company shall execute and the Trustee by the Property Trustee shall, in exchange for a global Debenture accordance with Section 2.4, authenticate and deliver, one or more Global Debentures which shall represent, and shall be denominated in an aggregate principal amount equal to the aggregate principal amount of, all of all outstanding the Outstanding Debentures (a "Global Debenture")of such series, to shall be registered in the name of the Depository, Depositary or its nominee, and shall be delivered by the Trustee to the Depository for crediting to the accounts of its participants Depositary or pursuant to the instructions of Depositary's instruction and shall bear a legend substantially to the Administrative Trustee. The Company upon any such presentation shall execute following effect: "This Debenture is a Global Debenture in such aggregate principal amount and deliver within the same to the Trustee for authentication and delivery in accordance with meaning of the Indenture hereinafter referred to and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, is registered in the name of a Depositary or a nominee of a Depositary. This Debenture is exchangeable for Debentures registered in the holder name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depositary to a nominee of the Preferred Security Certificate Depositary or the transferee by a nominee of the holder Depositary to the Depositary or another nominee of the Debositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such Preferred Security Certificate, as the case successor Depositary) may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery registered except in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelledlimited circumstances."
(b) Unless and until it is exchanged for Notwithstanding the Debentures in registered formprovisions of Section 2.5, a the Global Debenture of a series may be transferred, in whole but not in partpart and in the manner provided in Section 2.5, only by the Depositary for such series to a nominee of the Depositary for such series, or by a nominee of the Depositary for such series to the Depositary for such series or another nominee of the DepositoryDepositary for such series, or by the Depositary for such series or any such nominee to a successor Depository selected Depositary for such series or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary for a series of Debentures notifies the Company that it is unwilling or unable to continue as Depository for such series or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, regulation and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures this Section 2.11 shall no longer be represented by applicable to the Global Debenture. In Debentures of such event series and the Company will execute, and subject to Section 303 of the Indenture2.5, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, Trustee will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange make available for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.delivery
Appears in 1 contract
Global Debenture. (a) In connection If the Company shall establish pursuant to Section 2.01 that the Debentures of a particular series are to be issued as one or more Global Debentures, then the Company shall execute and the Trustee shall in accordance with a Dissolution Event,
Section 2.04, authenticate and deliver, one or more Global Debentures which (i) the Debentures in certificated form may shall represent, and shall be presented to the Trustee by the Property Trustee in exchange for a global Debenture denominated in an aggregate principal amount equal to the aggregate principal Principal amount of, all of all outstanding the Outstanding Debentures of such series, (a "Global Debenture"), to ii) shall be registered in the name of the Depository, Depositary or its nominee, and (iii) shall be delivered by the Trustee to the Depository for crediting to the accounts of its participants Depositary or pursuant to the instructions Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Except as otherwise provided in- Section 2.11 of the Administrative Trustee. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and Indenture, this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary or to a successor Depositary or to a nominee of such successor Depositary."
(b) Notwithstanding the provisions of Section 2.05, the Global Debenture of a series may be transferred, in whole but not in part and in the manner provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depository Depositary for such series selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary for a series of Debentures notifies the Company that it is unwilling or unable to continue as Depository Depositary for such series or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, regulation and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer be applicable to the Debentures of such series and the Company will execute, and, and subject to Article Three of the IndentureSection 2.05, the Trustee, upon written notice from the Company, Trustee will authenticate and deliver the make available for delivery Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debentures of such series in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures of any series shall no longer be represented by one or more Global Debentures and that the Global Debentureprovisions of this Section 2.11 shall no longer apply to the Debentures of such series. In such event the Company will execute, execute and subject to Section 303 of the Indenture2.05, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debentures of such series in exchange for such Global DebentureDebentures. Upon the exchange of the Global Debenture Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture Debentures pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository Depositary for delivery to the Persons persons in whose names such Debentures are so registered.
Appears in 1 contract
Samples: Junior Subordinated Indenture (Owens & Minor Trust I)
Global Debenture. (a) In connection with a Dissolution Event,
(i) If the Company shall establish pursuant to Section 2.1 that the Debentures in certificated form may of a particular series are to be presented to issued as one or more Global Debentures, then the Company shall execute and the Trustee by the Property Trustee shall, in exchange for a global Debenture accordance with Section 2.4, authenticate and deliver, one or more Global Debentures which shall represent, and shall be denominated in an aggregate principal amount equal to the aggregate principal amount of, all of all outstanding the Outstanding Debentures (a "Global Debenture")of such series, to shall be registered in the name of the Depository, Depositary or its nominee, and shall be delivered by the Trustee to the Depository for crediting to the accounts of its participants Depositary or pursuant to the instructions Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Administrative Trustee. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and Indenture, this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary or to a successor Depositary or to a nominee of such successor Depositary."
(b) Notwithstanding the provisions of Section 2.5, the Global Debenture of a series may be transferred, in whole but not in part and in the manner provided in Section 2.5, only to another nominee of the Depositary for such series, or to a successor Depository Depositary for such series selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary for a series of Debentures notifies the Company that it is unwilling or unable to continue as Depository Depositary for such series or if at any time the Depository Depositary for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, regulation and a successor Depository Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer be applicable to the Debentures of such series and the Company will execute, and, and subject to Article Three of the IndentureSection 2.5, the Trustee, upon written notice from the Company, Trustee will authenticate and deliver the make available for delivery Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debentures of such series in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures of any series shall no longer be represented by one or more Global Debentures and that the Global Debentureprovisions of this Section 2.11 shall no longer apply to the Debentures of such series. In such event the Company will execute, execute and subject to Section 303 of the Indenture2.5, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debentures of such 29 series in exchange for such Global DebentureDebentures. Upon the exchange of the Global Debenture Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture Debentures pursuant to this Section 2.11 shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository Depositary for delivery to the Persons persons in whose names such Debentures are so registered.
Appears in 1 contract
Samples: Indenture (K N Capital Trust Iii)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Convertible Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Convertible Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDTC, or its nominee, and delivered by the Trustee to the Depository DTC (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Convertible Debentures issued as a Global Debenture will be made to the DepositoryDTC or its nominee; and
(ii) if any Trust Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Trust Preferred Security Certificate which represents Trust Preferred Securities other than Trust Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Trust Preferred Securities") will be deemed to represent beneficial interests in Convertible Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust Preferred Securities until such Trust Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Trust Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Trust Preferred Security Certificate or the transferee of the holder of such Trust Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Trust Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Convertible Debentures, Convertible Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDTC or to DTC by its nominee, or to a successor Depository depositary selected or approved by the Company or to a nominee of such successor Depositorydepositary.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
Appears in 1 contract
Samples: First Supplemental Subordinated Indenture (Nuevo Energy Co)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to or upon the Depository order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
Appears in 1 contract
Samples: First Supplemental Indenture (First Chicago NBD Corp)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "“Global Debenture"”), to be registered in the name of the DepositoryClearing Agency, or its nominee, and delivered by the Trustee to the Depository Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees and the Clearing Agency will act as Depositary for the Debentures. The Company Issuer upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which that represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("“Non Book-Entry Preferred Securities"”) will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelledcanceled, will be executed by the Company Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures Except as provided in registered form(c) below, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company Issuer or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depository Depositary or if at any time the Depository for such series Depositary shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Depositary for such series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such condition, as the case may be, the Company Issuer will execute, and, subject to Article Three Section 2.8 of the Indenture, the Trustee, upon written notice from the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Issuer may at any time determine that the Debentures shall no longer be represented by the a Global Debenture. In such event the Company Issuer will execute, and subject to Section 303 2.8 of the Indenture, the Trustee, upon receipt of an Officers' ’ Certificate evidencing such determination by the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without couponsform, in authorized denominations, the Global Debenture shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository Depositary for delivery to the Persons in whose names such Debentures are so registered.
Appears in 1 contract
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), ---------------- to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Trustee to or upon the Depository order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Seventh Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Third Supplemental Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
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Global Debenture. (a) The Depository Trust Company shall serve as the initial Depositary for the Debentures.
(b) The Debentures shall be issued initially in fully registered form in the name of the Property Trustee, in its capacity as such. In connection with a Dissolution an Early Termination Event,
(i) the Debentures in certificated definitive form may be presented to the Trustee by the Property Trustee in for exchange for a one or more global Debenture Debentures in an aggregate principal amount Original Principal Amount equal to the aggregate principal amount Original Principal Amount of all outstanding Debentures (a "“Global Debenture"”), to be registered in the name of the DepositoryDepositary, or its nominee, and delivered by the Property Trustee to the Depository Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeTrustees. The Company upon any such presentation shall execute a one or more Global Debenture Debentures in such aggregate principal amount Original Principal Amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. The Trustee, upon receipt of such Global Debentures, together with an Officers’ Certificate requesting authentication, will authenticate such Global Debentures. Payments on the Debentures issued as a Global Debenture Debentures will be made to the DepositoryDepositary; and
(ii) if any Preferred Securities STACKS are held in non book-entry certificated definitive form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security STACKS Certificate which represents Preferred Securities STACKS other than Preferred Securities STACKS held by the Clearing Agency Depositary or its nominee ("“Non Book-Entry Preferred Securities"STACKS”) will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount Original Principal Amount equal to the aggregate liquidation amount Initial Liquidation Amount of the Non Book-Entry Preferred Securities STACKS until such Preferred Security STACKS Certificates are presented to the Security Registrar Property Trustee for transfer or reissuance reissuance, at which time such Preferred Security STACKS Certificates will be cancelled and a Debenture, registered in the name of the holder Holder of the Preferred Security STACKS Certificate or the transferee of the holder Holder of such Preferred Security STACKS Certificate, as the case may be, with an aggregate principal amount Original Principal Amount equal to the aggregate liquidation amount Initial Liquidation Amount of the Preferred Security STACKS Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indentureto such Holder. The Trustee, upon receipt of such Debenture together with an Officers’ Certificate requesting authentication, shall authenticate such Debenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount Original Principal Amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(bc) Unless and until it is exchanged for the Debentures in registered definitive form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositoryDepositary, or to a successor Depository Depositary selected or approved by the Company or to a nominee of such successor DepositoryDepositary.
(cd) If after Global Debentures are issued (a) at any time the Depository Depositary for Global Debentures notifies the Company that it is unwilling or unable to continue as Depository Depositary for such Global Debentures or if at any time the Depository Depositary for such series Global Debentures shall no longer be a clearing agency registered or in good standing under the Securities Exchange Act of 1934, as amended, 1934 or other applicable statute or regulation, and a successor Depository Depositary for such series Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (b) the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures determines in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine its sole discretion that the Debentures shall no longer be represented by one or more Global Debentures and delivers to the Global Debenture. In Trustee an Officer’s Certificate evidencing such event determination, then the Company will execute, execute and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Officer’s Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures of like tenor in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount Original Principal Amount equal to the principal amount Original Principal Amount of the Global Debenture Debentures in exchange for such Global DebentureDebentures. Upon the exchange of the Global Debenture Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture Debentures pursuant to this Section shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.
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Samples: First Supplemental Indenture (Marshall & Ilsley Corp/Wi/)
Global Debenture. (a) In connection with a Dissolution Event,
, (i) the Debentures in certificated form may shall be presented to the Trustee by the Property Institutional Trustee (as the Holder of the Debentures) in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryDepository Institution, or its nominee, and delivered by the Trustee to the Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trusteeparticipants. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryDepository Institution; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may be transferredtransferred by the Depository Institution, in whole but not in part, only to another a nominee of the DepositoryDepository Institution, or to a successor Depository Institution selected or approved by the Company or to a nominee of such successor DepositoryDepository Institution.
(c) If at any time the Depository notifies there shall have occurred an Event of Default, then the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three Section 2.07 of the Indenture, the Trustee, upon written notice from receipt of an Officers' Certificate evidencing such determination by the Company, will shall authenticate and deliver make available for delivery the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositoryDepository Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository Institution for delivery to the Persons in whose names such Debentures are so registered.
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Global Debenture. (a) In connection with a Dissolution Event,
the event the Company ----------------- causes, pursuant to Section 3.03 or otherwise, the Debentures held by the Property Trustee to be distributed to holders of the Trust Securities; (i) if all the Preferred Securities are held in book-entry-only form in the form of one or more Global Certificates, the Debentures in certificated form may shall be presented to the Trustee by the Property Trustee in exchange for a one or more global Debenture Debentures in an aggregate principal amount equal to the aggregate principal amount of all the outstanding Debentures (each, a "Global Debenture"), to be registered in the name of the Depository, or its nominee, and delivered by the Trustee to the Depository in exchange for one or more Global Certificate or Certificates held by the Depository for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depository; and
and (ii) if any Preferred Securities are held in non non-book-entry certificated form, (A) the Debentures in certificated form may and (B) the register of holders of the Preferred Securities shall be presented to the Trustee by the Property Trustee and any each Preferred Security Certificate which represents Preferred Securities other than (including Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.the
(b) Unless and until it is exchanged for the Debentures in registered form, a A Global Debenture may shall be transferred, exchangeable for Debentures registered in whole but not in part, the names of persons other than the Depository or its nominee only to another nominee of the Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository.
if (ci) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if a depository for such Global Debenture and no successor depository shall have been appointed, (ii) the Depository, at any time, ceases to be a clearing agency registered under the Exchange Act at any time the Depository for is required to be so registered to act as such series Depository and no successor depository shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedhave been appointed, or other applicable statute or regulation, and a successor Depository for such series is not appointed by (iii) the Company within 90 days after the Company receives in its sole discretion determines that such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trusteeso exchangeable. Such Debentures in definitive registered form issued in exchange for the Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, Depository shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registereddirect.
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Samples: First Supplemental Indenture (Time Warner Capital Iii)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositoryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depository Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteeRegular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositoryClearing Agency; and
(ii) if any Trust Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee and any Trust Preferred Security Certificate which represents Trust Preferred Securities other than Trust Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Trust Preferred Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust Preferred Securities until such Trust Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Trust Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Trust Preferred Security Certificate or the transferee of the holder of such Trust Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Trust Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indentureto such holder. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.
(b) Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.equivalent
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