Global Debenture. (a) In connection with a Dissolution Event, (i) the Debentures in certificated form may be presented to the Trustee by the 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 Sixth Supplemental Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
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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 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 DepositaryClearing Agency, or its nominee, and delivered by the Institutional Trustee to or upon the order of the Depositary Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryClearing Agency; and
(ii) if any Preferred Capital Securities are held in non book-book- entry certificated form, the Debentures in certificated form may be presented to the Trustee by the 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 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 Sixth Supplemental Indentureto such holder. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A 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 DepositaryClearing Agency, or to a successor Depositary Clearing Agency selected or approved by the Company or to a nominee of such successor DepositaryClearing Agency.
(c) If at any time the Clearing Agency notifies the Company that it is unwilling or unable to continue as a Clearing Agency or if at any time the 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 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 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 a Global Debenture. In such event the Company will execute, and subject to Section 3.3 of the Base Indenture, the Trustee, upon receipt of an 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 Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such 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 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 DepositaryClearing Agency, or its nominee, and delivered by the Institutional Trustee to or upon the order of the Depositary Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Supplemental Indenture. The Trustee, upon receipt of such Global Debenture, together with an Officers' Certificate requesting authentication, will authenticate such Global Debenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryClearing 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 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 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 Institutional Trustee for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder Holder of the Preferred Security Certificate or the transferee of the holder 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 Sixth Supplemental Indentureto such Holder. Upon the issuance The Trustee, upon receipt of such Debentures, Debentures Debenture together with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferredOfficers' Certificate requesting authentication, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.shall authenticate such
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Global Debenture. (a) In connection with a Dissolution Event,
(i) if the Preferred Securities are represented by one or more Global Certificates, the Debentures in certificated definitive registered form may be presented to the Trustee by the Institutional Trustee in exchange for a one or more global Debenture in an aggregate principal amount equal to certificates representing the aggregate principal amount of all outstanding Debentures (each, a "Global Debenture"), ---------------- to be registered in the name of the DepositaryDepository Institution, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company , and the 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and.
(ii) if any Preferred Securities are held in non book-entry certificated formevidenced by one or more Definitive Preferred Security Certificates, the Debentures in certificated definitive registered form may be presented to the Trustee by the Institutional Trustee and any Definitive Preferred Security Certificate which represents evidencing 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 Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry such Preferred Securities until such Definitive Preferred Security Certificates are Certificate is presented to the Security Registrar for transfer or reissuance reissuance, at which time such Definitive Preferred Security Certificates will be cancelled canceled and a Debenture, registered in the name of the registered holder of the such Definitive Preferred Security Certificate or the transferee of the holder of such Definitive Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Definitive 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 Sixth First Supplemental Indenture. Upon the On issuance of such Debenturesa new Debenture, Debentures in definitive form with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Notwithstanding any other provision of the Indenture and this First Supplemental Indenture, a Global Debenture may not be transferred, in transferred as a whole but not in part, only except by the Depository Institution to a nominee of the Depository Institution or another nominee of the Depositary, Depository Institution or by the Depository Institution or any such nominee to a successor Depositary selected Depository Institution or approved by the Company or to a nominee of such successor DepositaryDepository Institution.
(c) If Debentures are represented by one or more Global Debentures and if (i) at any time the Depository Institution notifies the Company that it is unwilling or unable to continue as Depository Institution or if at any time the Depository Institution shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depository Institution 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 at any time determines that the Debentures shall no longer be solely represented by one or more Global Debentures or (iii) there shall have occurred an Event of Default or an event that with notice or the lapse of time or both would be an Event of Default, then the Company shall execute, and, subject to Article II of the Indenture, the Trustee shall authenticate and deliver, Debentures in definitive registered form 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 Debentures in definitive registered form, in authorized denominations, the Global Debenture shall be 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 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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Samples: First Supplemental Indenture (Colonial Capital Trust Iii)
Global Debenture. (a) In connection with a Dissolution Event,distribution of the Securities to holders of the Trust Securities pursuant to the Declaration:
(i) the Debentures The Securities in certificated form to be distributed to the holders of Capital Securities may be presented to the Trustee by the Institutional Property Trustee in exchange for a global Debenture Security in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures Outstanding Securities (a "Global Debenture"), ---------------- to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular TrusteesTrustees (as defined in 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 Sixth Supplemental Indenture. Payments on the Debentures Securities issued as a Global Debenture will be made to the Depositary; andDepository.
(ii) if If any Preferred Capital Securities are held in non book-entry certificated form, the Debentures Securities in certificated form may be presented to the Trustee by the Institutional Property Trustee and any Preferred Capital Security Certificate 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 Debentures Securities presented to the Trustee by the Institutional Property Trustee having an aggregate principal amount equal to the aggregate liquidation principal amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Capital Security Certificates certificates will be cancelled canceled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate certificate or the transferee of the holder of such Preferred Capital Security Certificatecertificates, as the case may be, with an aggregate principal amount of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest equal to accrued and unpaid distributions, on the aggregate liquidation amount of the Preferred Capital 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 Sixth Supplemental Indenture. Upon the issuance On issue of such DebenturesSecurities, Debentures Securities with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Unless and until it is exchanged for Debentures in registered certificate 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 Depositary, Depository or by the Depository or any such nominee to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository.
(c) If at any time the Depository for the Debentures notifies the Company that it is unwilling or unable to continue as Depository for the Debentures or if at any time the Depository for 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 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 this 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 the aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company, in its sole discretion, may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to this 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 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 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 Trustee 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.
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Samples: Indenture (Nationwide Financial Services Capital Trust)
Global Debenture. (a) In connection with a Dissolution Event,the event that the Debentures are distributed to holders of Capital Securities in liquidation of such holders' interests in the Trust:
(i) the Debentures in certificated form may be presented to the Trustee by the 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor 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 II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form, 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, in its sole discretion, that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.11(c) 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the 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,the event the Company causes, pursuant to Section 3.02 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 Institutional 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 DepositaryDepository, or its nominee, and delivered by the Trustee to the Depository in exchange for one or upon more Global Certificate or Certificates held by the order of the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository; 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 Institutional Property Trustee and any each Preferred Security Certificate which represents Preferred Securities other than (including Preferred Securities held by registered in the Clearing Agency name of the Depository or its nominee nominee) ("Non Non-Book-Entry Preferred Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Institutional Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Non-Book-Entry Preferred Securities (and the Trustee shall register such holders of such Preferred Securities as the registered holders of such Debentures) until such Preferred Security Certificates are Certificate is presented to the Security Registrar Trustee for registration of transfer or reissuance exchange at which time such Preferred Security Certificates Certificate will be cancelled canceled and a Debenture, Debenture registered in the name of the holder of the Preferred Security Certificate (or the transferee of the holder thereof) of such Preferred Security Certificate, as the case may be, Certificate with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, canceled will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth First Supplemental Indenture. Upon surrender of such Preferred Security Certificate and the issuance concurrent issue of such Debentures, Debentures with an equivalent aggregate principal amount represented by such Preferred Security Certificate that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may shall be transferredexchangeable for Debentures registered in the names of Persons other than the Depository or its nominee only if (i) the Depository notifies the Company that it is unwilling or unable to continue as a depository for such Global Debenture and no successor depository shall have been appointed, in whole but not in part(ii) the Depository, only at any time, ceases to another nominee of be a clearing agency registered under the DepositaryExchange Act at any time the Depository is required to be so registered to act as such Depository and no successor depository shall have been appointed, or to a successor Depositary selected or approved by (iii) the Company or in its sole discretion determines that such Global Debenture shall be so exchangeable. Any Global Debenture that is exchangeable pursuant to a nominee of the preceding sentence shall be exchangeable for Debentures registered in such successor Depositarynames as the Depository shall direct.
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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 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 Depositary, or its --------- nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Fifth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 Sixth Fifth Supplemental Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Bank One Capital Iii)
Global Debenture. (a) In connection with a Dissolution Event,the event that the Debentures are distributed to holders of Capital Securities in liquidation of such holders' interests in the Trust:
(i) the Debentures in certificated form may be presented to the Trustee by the 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor 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 II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form, 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, in its sole discretion, that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.11(c) 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the 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,:
(ia) the Debentures in certificated form may be presented to the Trustee by the Institutional 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 Depositaryinitial Clearing Agency for the Debentures, or its nomineethe nominee of DTC, and delivered by the Trustee to or upon the order of the Depositary DTC for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture global debenture will be made in immediately available funds to the DepositaryDTC (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 Institutional 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 Institutional 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 Sixth Supplemental Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.for
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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 Institutional 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and
(ii) if any Preferred Capital Securities are held in non book-entry certificated formform (“Non Book-Entry Capital Securities”), the Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee and any Preferred Capital Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") Capital Securities will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Institutional 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 registrar for transfer or reissuance reissuance, at which time such Preferred Non Book-Entry Capital Security Certificates will be cancelled canceled 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 cancelledcanceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth First Supplemental Indenture. Upon Any Debentures exchanged for Capital Securities represented by a Capital Securities Certificate bearing the issuance legend set forth in Section 5.4 of the Declaration shall bear such legend and the last paragraph of such Section 5.4 shall apply, mutatis mutandis, to such Debentures. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. The Depositary shall initially be The Depository Trust Company, New York, New York.
(c) Except as otherwise provided in or pursuant to this First Supplemental Indenture, a Global Debenture shall be exchangeable for Debentures in definitive registered form only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days of the date the Company is so informed in writing or becomes aware of such condition, (ii) the Depository ceases to be registered as a “clearing agency” under the Securities Exchange Act of 1934, as amended, (iii) an Event of Default, as defined in the Indenture, has occurred and is continuing with respect to the Debentures, or (iv) the Company, in its sole discretion determines that the Debentures shall no longer be represented by such Global Debenture. Upon the occurrence of any of (i) through (iv) above, the Company shall execute, and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, 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 the event the Company determines that the Debentures shall no longer be represented by a Global Debenture pursuant to clause (iv) above, the Company shall execute, and, subject to Section 3.05 of the Indenture, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, 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 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the Depositary for delivery to the Persons in whose names such Debt Securities are so registered.
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Samples: Supplemental Indenture (Popular Inc)
Global Debenture. (a) In connection with a Dissolution Event,the event that the Debentures are distributed to holders of Preferred Securities in liquidation of such holders' interests in the Trust:
(i) the Debentures in certificated form may be presented to the Trustee by the 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor 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 II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form, 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, in its sole discretion, that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.11(c) 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the 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 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 DebentureGLOBAL DEBENTURE"), ---------------- to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 BookNON BOOK-Entry Preferred SecuritiesENTRY PREFERRED SECURITIES") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the 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 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 shall execute, and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, 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 a Global Debenture. In such event the Company shall execute, and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, 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 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.
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Samples: First Supplemental Indenture (Municipal Mortgage & Equity LLC)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the 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 DepositaryClearing Agency, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Supplemental Base Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryClearing 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 Institutional Trustee and any Preferred Security Certificate which represents Trust Preferred Securities other than Trust 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 Institutional 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 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 Holder of the Preferred Security Certificate or the transferee of the holder 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 Sixth Supplemental Base Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryClearing Agency, or to a successor Depositary Clearing Agency selected or approved by the Company or to a nominee of such successor DepositaryClearing Agency.
Appears in 1 contract
Samples: Second Supplemental Indenture (Unocal Capital 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 Institutional 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. In such case, the Trustee shall act as the Global Exchange Agent. 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and
(ii) if any Preferred Capital Securities are held in non book-entry certificated formform (“Non Book-Entry Capital Securities”), the Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee and any Preferred Capital Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") Capital Securities will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Institutional 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 of the Debentures for transfer or reissuance reissuance, at which time such Preferred Non Book-Entry Capital Security Certificates will be cancelled canceled 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 cancelledcanceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth First Supplemental Indenture. Upon Any Debentures exchanged for Capital Securities represented by a Capital Securities Certificate bearing the issuance legend set forth in Section 5.4 of the Declaration shall bear such legend and the last paragraph of such Section 5.4 shall apply, mutatis mutandis, to such Debentures. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. The Depositary shall initially be The Depository Trust Company, New York, New York.
(c) Except as otherwise provided in or pursuant to this First Supplemental Indenture, a Global Debenture shall be exchangeable for Debentures in definitive registered form only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days of the date the Company is so informed in writing or becomes aware of such condition, (ii) the Depository ceases to be registered as a “clearing agency” under the Securities Exchange Act of 1934, as amended, (iii) an Event of Default, as defined in the Indenture, has occurred and is continuing with respect to the Debentures, or (iv) the Company, in its sole discretion, determines that the Debentures shall no longer be represented by such Global Debenture. Upon the occurrence of any of (i) through (iv) above, the Company shall execute and, subject to Article II of the Indenture, the Trustee, upon Company Order, 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 the event the Company determines that the Debentures shall no longer be represented by a Global Debenture pursuant to clause (iv) above, the Company shall execute and, subject to Section 3.05 of the Indenture, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, 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 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the Depositary for delivery to the Persons in whose names such Debt 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 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 DepositaryDepository Institution, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Fourth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository 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 Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the 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 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 Sixth Fourth Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution.
(c) If (i) at any time the Depository Institution notifies the Company that it is unwilling or unable to continue as Depository Institution or if at any time the Depository Institution 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 Institution 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 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 will execute, and, subject to Article II 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 such event the Company will execute, and, subject to Section 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 Depository Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depository Institution for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Fleet Financial Group Inc)
Global Debenture. (a) In connection with a Dissolution Event,
(i1) the Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee in exchange for a global 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative 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 Sixth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and
(ii2) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated certified form may be presented to the Trustee by the Institutional 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 Institutional 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 and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures 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 Depositary for the 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 (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, 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 in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, 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 canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Samples: Indenture (Pikeville National Corp)
Global Debenture. (a) In connection with a Dissolution Event,:
(i) the Subordinated Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee in exchange for a global Subordinated Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Subordinated Debentures (a "Global Debenture"), ---------------- to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Subordinated Debentures issued as a Global Debenture will be made to the Depositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Subordinated Debentures in certificated form may be presented to the Trustee by the Institutional 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 Subordinated Debentures presented to the Trustee by the Institutional 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Subordinated Debentures, Subordinated Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelled.
(b) A Except as provided in clause (c) below, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor 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 II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Subordinated Debentures in definitive registered form, 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 Subordinated Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.11(c) of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Subordinated Debentures in definitive registered form, 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 Subordinated Debentures in definitive registered form, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Subordinated 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Subordinated Debentures to the Depositary for delivery to the Persons in whose names such Subordinated 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 Institutional 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and
(ii) if any Preferred Capital Securities are held in non book-entry certificated formform ("Non Book-Entry Capital Securities"), the Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee and any Preferred Capital Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") Capital Securities will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Institutional 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 registrar for transfer or reissuance reissuance, at which time such Preferred Non Book-Entry Capital Security Certificates will be cancelled canceled 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 cancelledcanceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. The Depositary shall initially be The Depository Trust Company, New York, New York.
(c) Except as otherwise provided in or pursuant to this First Supplemental Indenture, a Global Debenture shall be exchangeable for Debentures in definitive registered form only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days of the date the Company is so informed in writing or becomes aware of such condition, (ii) the Depository ceases to be registered as a "clearing agency" under the Securities Exchange Act of 1934, as amended, (iii) an Event of Default, as defined in the Indenture, has occurred and is continuing with respect to the Debentures, or (iv) the Company, in its sole discretion determines that such Global Debenture shall be exchangeable into definitive registered form. Upon the occurrence of any of (i) through
Appears in 1 contract
Samples: Supplemental Indenture (Popular Inc)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Institutional 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and
(ii) if any Preferred Capital Securities are held in non book-entry certificated formform (“Non Book-Entry Capital Securities”), the Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee and any Preferred Capital Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") Capital Securities will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Institutional 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 registrar for transfer or reissuance reissuance, at which time such Preferred Non Book-Entry Capital Security Certificates will be cancelled canceled 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 cancelledcanceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth First Supplemental Indenture. Upon Any Debentures exchanged for Capital Securities represented by a Capital Securities Certificate bearing the issuance legend set forth in Section 5.4 of the Declaration shall bear such legend and the last paragraph of such Section 5.4 shall apply, mutatis mutandis, to such Debentures. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. The Depositary shall initially be The Depository Trust Company, New York, New York.
(c) Except as otherwise provided in or pursuant to this First Supplemental Indenture, a Global Debenture shall be exchangeable for Debentures in definitive registered form only if
(i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days of the date the Company is so informed in writing or becomes aware of such condition, (ii) the Depository ceases to be registered as a “clearing agency” under the Securities Exchange Act of 1934, as amended, (iii) an Event of Default, as defined in the Indenture, has occurred and is continuing with respect to the Debentures, or (iv) the Company, in its sole discretion, determines that the Debentures shall no longer be represented by such Global Debenture. Upon the occurrence of any of (i) through (iv) above, the Company shall execute and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, 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 the event the Company determines that the Debentures shall no longer be represented by a Global Debenture pursuant to clause (iv) above, the Company shall execute and, subject to Section 3.05 of the Indenture, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, 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 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the Depositary for delivery to the Persons in whose names such Debt 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 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 DepositaryDepository Institution, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Fourth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository 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 Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the 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 Sixth Fourth Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution.
(c) If (i) at any time the Depository Institution notifies the Company that it is unwilling or unable to continue as Depository Institution or if at any time the Depository Institution 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 Institution 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 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 II of the Indenture, the Trustee, upon written notice from the Company, 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 such event the Company shall execute, and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, 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 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 Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depository Institution for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Fleetboston Financial Corp)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and
(ii) if any Preferred Securities are held in non book-entry certificated formform ("Non Book-Entry Preferred Securities"), the Debentures in certificated form may be presented to the Trustee by the 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") Securities will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the 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 Non Book-Entry 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) Except as otherwise provided in or pursuant to this First Supplemental Indenture, a Global Debenture shall be exchangeable for Debentures in definitive registered form only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days of the date the Company is so informed in writing or becomes aware of such condition, (ii) the Depository ceases to be registered as a "clearing agency" under the Securities Exchange Act of 1934, as amended, (iii) an Event of Default, as defined in the Indenture, has occurred and is continuing with respect to the Debentures, or (iv) the Company, in its sole discretion determines that such Global Debenture shall be exchangeable into definitive registered form. Upon the occurrence of any of (i) through (iv) above, the Company shall execute, and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, 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 the event the Company determines that the Debentures shall no longer be represented by a Global Debenture pursuant to clause (iv) above, the Company shall execute, and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, 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 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Samples: First Supplemental Indenture (Countrywide Financial Corp)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to t the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), ---------------- to be registered in the name of the DepositaryDTC, or its nominee, and delivered by the Institutional Trustee to or upon the order of the Depositary DTC for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDTC; 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 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 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A 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 DepositaryDTC, or to a successor Depositary DTC selected or approved by the Company or to a nominee of such successor DepositaryDTC.
(c) If at any time the DTC notifies the Company that it is unwilling or unable to continue as DTC or if at any time the DTC for such series shall no longer be registered or in good s andixx xxxer the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor DTC 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 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 Global Debenture. In such event the Company will execute, and subject to Section 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 DTC, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the DTC for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Samples: First Supplemental Indenture (Owens Corning 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 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 DepositaryDepository Institution, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Third Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository 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 Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the 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 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 Sixth Third Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution.
(c) If (i) at any time the Depository Institution notifies the Company that it is unwilling or unable to continue as Depository Institution or if at any time the Depository Institution 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 Institution 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 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 will execute, and, subject to Article II 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 such event the Company will execute, and, subject to Section 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 Depository Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depository Institution for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Samples: Third Supplemental Indenture (Fleet Financial Group Inc)
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 to be distributed to the holders of Preferred Securities may be presented to the Trustee by the Institutional Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate agg egate principal amount of all outstanding Outstanding Debentures of such series (a "Global Debenture"), ---------------- to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; andDepository.
(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 Institutional 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 Institutional 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Unless and until it is exchanged for 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 Depositary, Depository or by the Depository or any such nominee to a successor Depositary Depository selected or approved by the Company Issuer or to a nominee of such successor DepositaryDepository.
(c) If at any time the Depository for the Debentures notifies the Issuer that it is unwilling or unable to continue as Depository for the Debentures or if at any time the Depository for 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 Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, the Issuer will execute, and, subject to Article 3 of the Indenture, the Trustee, upon written notice from the Issuer, 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 Issuer, in its sole discretion, may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Issuer will execute, and subject to Article 3 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Issuer, 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 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 Trustee 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 1 contract
Global Debenture. (a) In connection with a Dissolution Event,
(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 Institutional Property Trustee in exchange for a global Debenture one or more Global Debentures (as may be required pursuant to Section 2.7) 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The ; 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 Sixth Supplemental Indenture. Payments payments on the Debentures issued as a Global Debenture will be made to the Depositary; and
(ii) if any Preferred Capital Securities are held in non book-entry certificated form, the related Definitive Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee and any Preferred Capital Security Certificate certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency or its nominee in book-entry form ("Non Book-Entry Preferred Capital Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Institutional 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 certificates are presented to the Security Registrar Debenture registrar for transfer or reissuance reissuance, at which time such Preferred Capital Security Certificates certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate certificate or the transferee of the holder of such Preferred Capital Security Certificatecertificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Capital Security Certificate certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth Supplemental Indenture. Upon the issuance of such DebenturesDebentures pursuant to clauses (i) or (ii) of this subsection 2.5(a), Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelled.
(b) A 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 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, in accordance with instructions given by the Company as required by this Section 2.5.
(c) The Global Debentures may be transferred, in whole but not in part, only to the Depositary, another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(d) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or the Depositary has ceased to be a clearing agency registered under the Exchange Act, and a successor 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 the Trustee, upon written notice from the Company, will authenticate and make available for delivery the Definitive Debentures, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. If there is 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 shall no longer be represented by a Global Debenture. In the event of such an Event of Default or such a determination, the Company shall execute, and subject to Section 2.7, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and make available for delivery the Definitive Debentures, 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 Definitive Debentures, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Definitive Debentures issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Debentures to the Depositary for delivery to the Persons in whose names such Definitive Debentures are so registered.
Appears in 1 contract
Samples: Indenture (Mmi Companies Inc)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures except for the aggregate principal amount of Debentures to be issued pursuant to subparagraph (ii) below (a "Global Debenture"), ---------------- to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Institutional Trustee to or upon the order of the Depositary Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryClearing 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 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 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 Sixth Supplemental Indentureto such holder. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A 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 DepositaryClearing Agency, or to a successor Depositary Clearing Agency selected or approved by the Company or to a nominee of such successor DepositaryClearing Agency.
(c) If at any time the Clearing Agency notifies the Company that it is unwilling or unable to continue as a Clearing Agency or if at any time the 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 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 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 Global Debenture. In such event
Appears in 1 contract
Samples: First Supplemental Indenture (Kennametal Financing 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 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 DepositaryDepository, or its nominee, and delivered by the Trustee to the Depository (or upon the order of the Depositary its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Supplemental Indenture. Payments on the Convertible Debentures issued as a Global Debenture will be made to the DepositaryDepository 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 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 Debentures presented to the Trustee by the Institutional Trustee Global Debenture having an aggregate principal amount equal to the aggregate liquidation amount of of, an interest rate identical to the Distribution rate of, and accrued and unpaid interest equal to accumulated and unpaid Distributions on, 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 Sixth Supplemental Indenture. Upon the issuance On issue of such Convertible Debentures, Convertible Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository or to the Depository by its nominee, or to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository.
Appears in 1 contract
Samples: First Supplemental Indenture (CNF Transportation Inc)
Global Debenture. (a) In connection with a Dissolution Event,:
(i) the Subordinated Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee in exchange for a global Subordinated Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Subordinated Debentures (a "Global Debenture"), ---------------- to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Subordinated Debentures issued as a Global Debenture will be made to the Depositary; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Subordinated Debentures in certificated form may be presented to the Trustee by the Institutional 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 Subordinated Debentures presented to the Trustee by the Institutional 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Subordinated Debentures, Subordinated Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelled.
(b) A Except as provided in clause (c) below, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor 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 II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Subordinated Debentures in definitive registered form, 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 Subordinated Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.11(c) of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Subordinated Debentures in definitive registered form, 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 Subordinated Debentures in definitive registered form, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Subordinated Debentures in definitive registered form issued
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 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the 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 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 II 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 a Global Debenture. In such event the Company will execute, and subject to Section 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 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 Depositary, pursuant to instructions from its direct or indirect participants or other- wise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Samples: First Supplemental Indenture (Comcast Cable Trust Iii)
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 to be distributed to the holders of Capital Securities may be presented to the Trustee by the Institutional 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 DepositaryDepository, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; andDepository.
(ii) if 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 Institutional 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 Debentures presented to the Trustee by the Institutional 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 for transfer or reissuance at which time such Preferred Capital Security Certificates will be cancelled canceled 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 cancelledcanceled, will be executed by the Company Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth Second Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Unless and until it is exchanged for 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 Depositary, Depository or by the Depository or any such nominee to a successor Depositary Depository selected or approved by the Company Issuer or to a nominee of such successor DepositaryDepository.
(c) If at any time the Depository for the Debentures notifies the Issuer that it is unwilling or unable to continue as Depository for the Debentures or if at any time the Depository for 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 Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, the Issuer will execute, and, subject to Article 3 of the Indenture, the Trustee, upon written notice from the Issuer, 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 Issuer, in its sole discretion, may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Issuer will execute, and subject to Article 3 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Issuer, 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 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 Trustee 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 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 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A 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 Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the 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 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 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 Global Debenture. In such event the Company will execute, and subject to Section 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Global Debenture. (a) In connection with a Dissolution Event,:
(i) the The Subordinated Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee in exchange for a global Subordinated Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Outstanding Subordinated Debentures (a "Global Debenture"), ---------------- to be registered in the name of The Depository Trust Company (the Depositary"Depository"), or its nominee, and delivered by the Trustee to the Depository or upon a custodian appointed by the order of the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Fourth Supplemental Indenture. Payments on the Subordinated Debentures issued as a Global Debenture will be made to the Depositary; andDepository.
(ii) if If any Preferred Securities are held in non book-entry certificated form, the Subordinated Debentures in certificated form may be presented to the Trustee by the Institutional Trustee 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 Subordinated Debentures presented to the Trustee by the Institutional 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 reissuance, at which time such Preferred Security Certificates will be cancelled canceled and a Debenture, Subordinated 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, canceled will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth Fourth Supplemental Indenture. Upon the issuance On issue of such Subordinated Debentures, Subordinated Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only by the Depository to a nominee of the Depository, by a nominee of the Depository to another nominee of the DepositaryDepository, or by the Depository or such nominee to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Subordinated Debentures or if at any time the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time the Depository is required to be so registered, and a successor Depository 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 Two of the Indenture, the Trustee will authenticate and deliver, the Subordinated 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, if at any time the Company determines that the Subordinated Debentures shall no longer be represented by a Global Debenture or there shall have occurred an Event of Default, the Company will execute, and, subject to receipt of a certificate evidencing such determination by the Company, the Trustee will authenticate and deliver, the Subordinated 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 Subordinated Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Subordinated 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 Securities to the Depository for delivery to the Persons in whose names such 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 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Eighth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 Sixth Eighth Supplemental Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
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 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 Depositary, or its nominee, and delivered by the Institutional Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Fourth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 Sixth Fourth Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A 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 Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the 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 Depositary for such series is not appointed by the Com- pany 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 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 a Global Debenture. In such event the Company will execute, and subject to Section 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (MCN Energy Group Inc)
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 Institutional 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative 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 and this Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 Institutional 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 Institutional Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-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 Sixth First Supplemental Indenture. Upon the issuance issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) 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 the amount of outstanding Debentures represented thereby shall be made by the Trustee, 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 Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(d) If (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor 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 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 II of the Indenture, the Trustee, upon written notice from the Company, 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 such event the Company shall execute, and, subject to Section 2.6 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company and a Company Order, shall authenticate and 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. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.
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 Institutional 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative 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 Sixth Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and
(ii) if any Preferred Capital Securities are held in non book-entry certificated formform ("Non Book-Entry Capital Securities"), the Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee and any Preferred Capital Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") Capital Securities will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Institutional 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 registrar for transfer or reissuance reissuance, at which time such Preferred Non Book-Entry Capital Security Certificates will be cancelled canceled 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 cancelledcanceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth Second Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. The Depositary shall initially be The Depository Trust Company, New York, New York.
(c) Except as otherwise provided in or pursuant to this Second Supplemental Indenture, a Global Debenture shall be exchangeable for Debentures in definitive registered form only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days of the date the Company is so informed in writing or becomes aware of such condition, (ii) the Depository ceases to be registered as a "clearing agency" under the Securities Exchange Act of 1934, as amended, (iii) an Event of Default, as defined in the Indenture, has occurred and is continuing with respect to the Debentures, or (iv) the Company, in its sole discretion determines that such Global Debenture shall be exchangeable into definitive registered form. Upon the occurrence of any of (i) through (iv) above, the Company shall execute, and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, 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 the event the Company determines that the Debentures shall no longer be represented by a Global Debenture pursuant to clause (iv) above, the Company shall execute, and, subject to Section 305 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, 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 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the Depositary for delivery to the Persons in whose names such Debt Securities are so registered.
Appears in 1 contract
Global Debenture. (a) In connection with a Dissolution Event,:
(i) the The Subordinated Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee in exchange for a global Subordinated Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Outstanding Subordinated Debentures (a "Global Debenture"), ---------------- to be registered in the name of The Depository Trust Company (the Depositary"Depository"), or its nominee, and delivered by the Trustee to the Depository or upon a custodian appointed by the order of the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Third Supplemental Indenture. Payments on the Subordinated Debentures issued as a Global Debenture will be made to the Depositary; andDepository.
(ii) if If any Preferred Securities are held in non book-entry certificated form, the Subordinated Debentures in certificated form may be presented to the Trustee by the Institutional Trustee 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 Subordinated Debentures presented to the Trustee by the Institutional 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 reissuance, at which time such Preferred Security Certificates will be cancelled canceled and a Debenture, Subordinated 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, canceled will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth Third Supplemental Indenture. Upon the issuance On issue of such Subordinated Debentures, Subordinated Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only by the Depository to a nominee of the Depository, by a nominee of the Depository to another nominee of the DepositaryDepository, or by the Depository or such nominee to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Subordinated Debentures or if at any time the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time the Depository is required to be so registered, and a successor Depository 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 Two of the Indenture, the Trustee will authenticate and deliver, the Subordinated 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, if at any time the Company determines that the Subordinated Debentures shall no longer be represented by a Global Debenture or there shall have occurred an Event of Default, the Company will execute, and, subject to receipt of a certificate evidencing such determination by the Company, the Trustee will authenticate and deliver, the Subordinated 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 Subordinated Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Subordinated 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 Securities to the Depository for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Global Debenture. (a) In connection with a Dissolution Event,distribution of the Securities to Holders of the Trust Securities pursuant to the Declaration:
(i) the Debentures The Securities in certificated form to be distributed to the holders of Capital Securities may be presented to the Trustee by the Institutional Property Trustee in exchange for a global Debenture Security in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures Outstanding Securities (a "Global Debenture"), ---------------- to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular TrusteesTrustees (as defined in 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 Sixth Supplemental Indenture. Payments on the Debentures Securities issued as a Global Debenture will be made to the Depositary; andin accordance with Section 4.02.
(ii) if If any Preferred Capital Securities are held in non book-entry certificated form, the Debentures Securities in certificated form may be presented to the Trustee by the Institutional Property Trustee and any Preferred Capital Security Certificate certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency Depositary or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures Securities presented to the Trustee by the Institutional Property Trustee having an aggregate principal amount equal to the aggregate liquidation principal amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Capital Security Certificates certificates will be cancelled canceled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate certificate or the transferee of the holder of such Preferred Capital Security Certificatecertificates, as the case may be, with an aggregate principal amount of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest equal to accrued and unpaid distributions, on the aggregate liquidation amount of the Preferred Capital 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 Sixth Supplemental Indenture. Upon the On issuance of such DebenturesSecurities, Debentures Securities with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Unless and until it is exchanged for Securities in registered certificate form, 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 or another nominee of the Depositary, Depositary or by the Depositary or any such nominee to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary for the Securities notifies the Company that it is unwilling or unable to continue as Depositary for the Securities or if at any time the Depositary for the Securities 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 Depositary is required to be so registered to act as Depositary for the Securities, and a successor 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 this Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Securities in definitive registered form without coupons, in authorized denominations, and in the aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company, in its sole discretion, may at any time determine that the Securities shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to this Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Securities in definitive registered form without coupons, in authorized denominations and in 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 canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such registered certificated Securities in definitive form in exchange for the Global Debenture to the Depositary for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Global Debenture. (a) In connection with a Dissolution Event,
(i) if the Preferred Securities are represented by one or more Global Certificates, the Debentures in certificated definitive registered form may be presented to the Trustee by the Institutional Trustee in exchange for a one or more global Debenture in an aggregate principal amount equal to certificates representing the aggregate principal amount of all outstanding Debentures (each, a "“Global Debenture"”), ---------------- to be registered in the name of the DepositaryDepository Institution, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company , and the 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 Original Indenture and this Sixth Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and.
(ii) if any Preferred Securities are held in non book-entry certificated formevidenced by one or more Definitive Preferred Security Certificates, the Debentures in certificated definitive registered form may be presented to the Trustee by the Institutional Trustee and any Definitive Preferred Security Certificate which represents evidencing 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 Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry such Preferred Securities until such Definitive Preferred Security Certificates are Certificate is presented to the Security Registrar for transfer or reissuance reissuance, at which time such Definitive Preferred Security Certificates will be cancelled canceled and a Debenture, registered in the name of the registered holder of the such Definitive Preferred Security Certificate or the transferee of the holder of such Definitive Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Definitive Preferred Security Certificate cancelledcanceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Original Indenture and this Sixth Second Supplemental Indenture. Upon the On issuance of such Debenturesa new Debenture, Debentures in definitive form with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Notwithstanding any other provision of the Original Indenture and this Second Supplemental Indenture, a Global Debenture may not be transferred, in transferred as a whole but not in part, only except by the Depository Institution to a nominee of the Depository Institution or another nominee of the Depositary, Depository Institution or by the Depository Institution or any such nominee to a successor Depositary selected Depository Institution or approved by the Company or to a nominee of such successor DepositaryDepository Institution.
(c) If Debentures are represented by one or more Global Debentures and if (i) at any time the Depository Institution notifies the Company that it is unwilling or unable to continue as Depository Institution or if at any time the Depository Institution shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depository Institution 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 at any time determines that the Debentures shall no longer be solely represented by one or more Global Debentures or (iii) there shall have occurred an Event of Default or an event that with notice or the lapse of time or both would be an Event of Default, then the Company shall execute, and, subject to Article II of the Original Indenture, the Trustee shall authenticate and deliver, Debentures in definitive registered form 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 Debentures in definitive registered form, in authorized denominations, the Global Debenture shall be 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 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.
Appears in 1 contract
Samples: Second Supplemental Indenture (Colonial Capital Trust Iv)
Global Debenture. (a) In connection with a Dissolution Eventdistribution of Debentures to Holders in connection with the involuntary or voluntary dissolution, winding up or liquidation of the Trust,
(i) the Debentures in certificated form may be presented to the Trustee by the Institutional 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 DepositaryClearing Agency, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Clearing Agency for crediting to the accounts of its participants pursuant to the instructions procedures of the Regular TrusteesDepositary. 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 Institutional 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 Institutional 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Except as provided in (c) below, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company Issuer or to a nominee of such successor Depositary.
(c) If (i) the Depositary notifies the Company that it is unwilling or unable to continue as a deposi tary for such Global Debenture and no successor depositary shall have been appointed within 90 days by the Company, (ii) the Depositary, at any time, ceases to be a clearing agency registered under the Exchange Act at which time the Depositary is required to be so registered to act as such depositary and no successor depositary shall have been appointed within 90 days by the Company, (iii) the Company, in its sole discretion, determines that such Global Debenture shall be so exchangeable or (iv) there shall have occurred an Event of Default with respect to such Debentures, as the case may be, the Company will execute, and, subject to Article 2 of the Indenture, the Trustee, upon written notice from the Company and receipt of a Company Order, 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, upon an Event of Default or if the Company may at any time determine that the Debenture shall no longer be represented by a Global Debenture, in such event the Company will execute, and subject to Section 2.8 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company and a Company Order, will authenticate and 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. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the 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 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 Depositary, or its nominee, and delivered by the Institutional Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Third Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 Sixth Third Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.Institutional
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Global Debenture. (a) In connection with a Dissolution Event,the event that the Debentures are distributed to holders of Trust Preferred Securities in liquidation of such holders' interests in the Trust:
(i) the Debentures in certificated form may be presented to the Trustee by the Institutional 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 Institutional 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-Book- Entry Trust Preferred Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Institutional Property Trustee having an aggregate principal amount equal to the aggregate stated 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 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 stated 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor 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 II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form, 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, in its sole discretion, that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.11(c) 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the 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 Convertible Debentures in certificated form may be presented to the Trustee by the 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 DebentureGLOBAL DEBENTURE"), ---------------- to be registered in the name of the DepositaryDTC, or its nominee, and delivered by the Trustee to or upon the order of the Depositary DTC for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Convertible Debentures issued as a Global Debenture will be made to the DepositaryDTC; 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 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 BookNON BOOK-Entry Preferred SecuritiesENTRY TRUST PREFERRED SECURITIES") will be deemed to ----------------------------------- represent beneficial interests in Convertible Debentures presented to the Trustee by the 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Convertible Debentures, Convertible Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDTC, or to a successor Depositary depositary selected or approved by the Company or to a nominee of such successor Depositarydepositary.
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Samples: First Supplemental Indenture (Wendys International Inc)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Convertible Debentures in certificated form may be presented to the Trustee by the 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Convertible Debentures issued as a Global Debenture will be made to the Depositary; and
(ii) if any Convertible Preferred Securities are held in non book-book- entry certificated form, the Convertible Debentures in certificated form may be presented to the Trustee by the Institutional 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 Institutional 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 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Convertible Debentures, Convertible Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the 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 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 Convertible 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 Convertible Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 3.3 of the Indenture, the Trustee, upon receipt of an Officers Certificate evidencing such determination by the Company, will authenticate and deliver the Convertible 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 Convertible Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Convertible 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.
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Global Debenture. (a) In connection with a Dissolution Event,
(i1) the Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee in exchange for a global Global Debenture in an a like aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), ---------------- to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative 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 Sixth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and
(ii2) if any Preferred Securities are held in non book-entry certificated formform ("Non Book-Entry Preferred Securities"), the Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee and any Preferred Security Certificate certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") Securities will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Institutional 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 certificate is presented to the Security Registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates certificate will be cancelled canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate such certificate (or the transferee of the holder of such Preferred Security Certificateholder, as the case may be, ) with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelledrepresented by such certificate, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth Supplemental Indenture. Upon the On issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or the Depositary shall no longer be registered or in good standing as a clearing agency under the Exchange Act or other applicable statute or regulation, and in either case a successor 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, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver, the Debentures in definitive registered form without coupons, 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 in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver, the Debentures in definitive registered form without coupons, 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 canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary shall instruct the Trustee in writing and shall be delivered by the Trustee to the Depositary for re-delivery to the Persons in whose names they are so registered.
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Samples: Indenture (Ncbe Capital Trust I)
Global Debenture. (a) In connection with a Dissolution Event,:
(i1) 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 Institutional 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The ; 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 Sixth Supplemental Indenture. Payments payments on the Debentures issued as a Global Debenture will be made to the Depositary; and
(ii2) 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 Institutional 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 Institutional 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 the Indenture this Indenture; and this Sixth Supplemental Indenture. Upon upon the issuance of such Debentures, Debentures Preferred Security certificates with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A 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 redemptions. 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 Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(d) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or the Depositary has ceased to be a clearing agency registered under the Exchange Act, and, in each case, a successor 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 the Trustee, upon receipt of a Company Order, will authenticate and make available for delivery the Definitive Debentures, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global 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 a Global Debenture. In the event of such an Event of Default or such a determination, the Company shall execute, and subject to Section 2.06, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company and a Company Order, will authenticate and make available for delivery the Definitive Debentures, 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 Definitive Debentures, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Definitive Debentures issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Debentures to the Depositary for delivery to the Persons in whose names such Definitive Debentures are so registered.
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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 Institutional 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 DepositaryDepository, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; andDepository.
(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 Institutional 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 Institutional 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 10 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Unless and until it is exchanged for 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 Depositary, Depository or by the Depository or any such nominee to a successor Depositary Depository selected or approved by the Company Issuer or to a nominee of such successor DepositaryDepository.
(c) If at any time the Depository for the Debentures notifies the Issuer that it is unwilling or unable to continue as Depository for the Debentures or if at any time the Depository for 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 Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, the Issuer will execute, and, subject to Article 3 of the Indenture, the Trustee, upon written notice from the Issuer, 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 Issuer, in its sole discretion, may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Issuer will execute, and subject to Article 3 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Issuer, 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 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 Trustee 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.
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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 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 Depositary, or its nominee, and delivered by the Institutional Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth _______ Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 Sixth _______ Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.pre-
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 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A 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 Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the 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 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 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 a Global Debenture. In such event the Company will execute, and subject to Section 301 of the Indenture, the Trustee, upon receipt of an 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
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 to be distributed to the holders of Capital Securities ay be presented to the Trustee by the Institutional 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 DepositaryDepository, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Third Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; andDepository.
(ii) if 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 Institutional 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 Debentures presented to the Trustee by the Institutional 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 for transfer or reissuance at which time such Preferred Capital Security Certificates will be cancelled canceled 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 cancelledcanceled, will be executed by the Company Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth Third Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Unless and until it is exchanged for 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 Depositary, Depository or by the Depository or any such nominee to a successor Depositary Depository selected or approved by the Company Issuer or to a nominee of such successor DepositaryDepository.
(c) If at any time the Depository for the Debentures notifies the Issuer that it is unwilling or unable to continue as Depository for the Debentures or if at any time the Depository for 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 Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, the Issuer will execute, and, subject to Article 3 of the Indenture, the Trustee, upon written notice from the Issuer, 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 Issuer, in its sole discretion, may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Issuer will execute, and subject to Article 3 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Issuer, 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 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 Trustee 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 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 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 DepositaryClearing Agency, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Supplemental Base Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryClearing 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 Institutional Trustee and any Preferred Security Certificate which represents Trust Preferred Securities other than Trust 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 Institutional 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 Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar (as defined in the Base Indenture) 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 Holder of the Preferred Security Certificate or the transferee of the holder 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 Sixth Supplemental Base Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryClearing Agency, or to a successor Depositary Clearing Agency selected or approved by the Company or to a nominee of such successor DepositaryClearing Agency.
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 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 DepositaryDepository Institution, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository Institution; 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 Institutional Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the 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 registrar for transfer or reissuance 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution.
(c) If (i) at any time the Depository Institution notifies the Company that it is unwilling or unable to continue as Depository Institution or if at any time the Depository Institution 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 Institution 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 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 II of the Indenture, the Trustee, upon written notice from the Company, 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 such event the Company shall execute, and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, 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 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 Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depository Institution for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Samples: First Supplemental Indenture (Fleet Financial Group Inc)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Debt Trustee by the 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 DebentureGLOBAL DEBENTURE"), ---------------- to be registered in the name of the Depositary, or its nominee, and delivered by the Debt Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non BookNON BOOK-Entry Preferred SecuritiesENTRY PREFERRED SECURITIES") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Debt Trustee by the 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 Sixth Supplemental Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Debt Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
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 Collateral Agent or 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 Depositary, or its nominee, and delivered by the Institutional Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Base Indenture and this Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 Base Indenture and this Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A 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 Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the 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 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 III of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form
Appears in 1 contract
Samples: First Supplemental Indenture (American Heritage Life Investment Corp)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the 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 DepositaryDepository Institution, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository 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 Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Book- Entry Preferred Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the 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 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution.
(c) If (i) at any time the Depository Institution notifies the Company that it is unwilling or unable to continue as Depository Institution or if at any time the Depository Institution 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 Institution 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 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 will execute, and, subject to Article II 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 such event the Company will execute, and, subject to Section 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 Depository Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depository Institution for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Samples: First Supplemental Indenture (Fleet Capital Trust V)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the 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 Depositary, or its nominee, and delivered by the Institutional Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A 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 Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the 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 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 III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form
Appears in 1 contract
Samples: First Supplemental Indenture (American Heritage Life Investment Corp)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the 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 DepositaryDepository Institution, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository 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 Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the 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 Sixth Second Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution.
(c) If (i) at any time the Depository Institution notifies the Company that it is unwilling or unable to continue as Depository Institution or if at any time the Depository Institution 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 Institution 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 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 II of the Indenture, the Trustee, upon written notice from the Company, 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 such event the Company shall execute, and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, 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 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 Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depository Institution for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Samples: Second Supplemental Indenture (Fleet Capital Trust Vii)
Global Debenture. (a) In connection with a Dissolution Event,the event that the Debentures are distributed to holders of Trust Preferred Securities in liquidation of such holders' interests in the Trust:
(i) the Debentures in certificated form may be presented to the Trustee by the Institutional 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and
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 Institutional 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 Debentures presented to the Trustee by the Institutional Property Trustee having an aggregate principal amount equal to the aggregate stated 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 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 stated 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor 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 II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form, 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, in its sole discretion, that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.11(c) 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depositary for delivery to the Persons in whose names such Debentures are so registered.
Appears in 1 contract
Samples: First Supplemental Indenture (WPSR 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 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth [THIRD] Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 Sixth [THIRD] Supplemental Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
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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 Institutional 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and
(ii) if As long as any Preferred Capital Securities are held in non book-entry certificated formform ("Non Book-Entry Capital Securities"), the Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee and any Preferred Capital Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") Capital Securities will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Institutional 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 registrar for transfer or reissuance reissuance, at which time such Preferred Non Book-Entry Capital Security Certificates will be cancelled canceled 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 cancelledcanceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.. The Depositary shall initially be The Depository Trust Company, New York, New York. Except as otherwise provided in or pursuant to this First Supplemental Indenture, a Global Debenture shall be exchangeable for Debentures in definitive registered form only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days of the date the Company is so informed in writing or becomes aware of such condition, (ii) the Depository ceases to be registered as a "clearing agency" under the Securities Exchange Act of 1934, as amended, (iii) an Event of Default, as defined in the Indenture, has occurred and is continuing with respect to the Debentures, or (iv) the Company, in its sole discretion determines that such Global Debenture shall be exchangeable into definitive registered form. Upon the occurrence of any of (i) through
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 Institutional 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 DepositaryDepository, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular TrusteesAdministrative 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 Sixth Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository; 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 Institutional 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 Institutional 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 Sixth Second Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelled.
(b) A 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 DepositaryDepository, or to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository.
(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 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 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: Second Supplemental Indenture (Baltimore Gas & Electric Co)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular TrusteesTrustees 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and
(iii) 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 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 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) 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 Depositary, or to a successor Depositary selected or approved by the Company Company, or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the 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 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 II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and 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 a Global Debenture. In such event the Company will execute, and subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depositary for delivery to the Persons in whose names such Debentures are so registered.
Appears in 1 contract
Samples: First Supplemental Indenture (Countrywide Financial Corp)
Global Debenture. In the event that the Sponsor gives notice of its election to liquidate the Trust pursuant to Section 8.1(a)(iii) of the Declaration:
(a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee in exchange for a global Debenture Global Security 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The Company Company, upon any such presentation presentation, shall execute a Global Debenture Security in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth Third Supplemental Indenture. Payments ; and any payments on the Debentures issued as a Global Debenture Security will be made to the Depositary; and
(iib) 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 Institutional 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-Book- Entry Preferred Capital Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Institutional Property Trustee having an aggregate principal amount equal to the aggregate stated 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 canceled and a Debenture, registered in the name of the holder of the Preferred such 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 stated liquidation amount of the Preferred Capital 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 Sixth Third Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
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 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 DepositaryDepository Institution, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Third Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository 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 Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the 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 Sixth Third Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution.
(c) If (i) at any time the Depository Institution notifies the Company that it is unwilling or unable to continue as Depository Institution or if at any time the Depository Institution 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 Institution 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 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 II of the Indenture, the Trustee, upon written notice from the Company, 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 such event the Company shall execute, and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, 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 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 Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depository Institution for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Samples: Third Supplemental Indenture (Fleet Capital Trust Viii)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the 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 DepositaryDepository Institution, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository 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 Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the 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 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 Sixth Second Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution.
(c) If (i) at any time the Depository Institution notifies the Company that it is unwilling or unable to continue as Depository Institution or if at any time the Depository Institution 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 Institution 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 at any time determines that the Debentures shall no longer be represented by a Global Debenture or (iii) there shall have occurred an Event of Default, then the Company will execute, and, subject to Article II 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 such event the Company will execute, and subject to Section 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 Depository Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depository Institution for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Samples: Second Supplemental Indenture (Fleet Financial Group Inc)
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 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 DepositaryDepository, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository; and
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 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 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 Sixth First Supplemental Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A 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 DepositaryDepository, or to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository.
(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 that the Depository for such series is required to be registered as under the Securities Exchange Act of 1934, such Depository 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 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 a Global Debenture. In such event the Company will execute, and subject to Section 301 of the Indenture, the Trustee, upon receipt of an 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
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 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Third Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 Sixth Third Supplemental Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
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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 Institutional 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 DepositaryClearing Agency, or its nominee, and delivered by the Property Trustee to or upon the order of the Depositary Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative 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 Sixth Supplemental Indenture. The Trustee, upon receipt of such Global Debenture, together with an Officers' Certificate requesting authentication, will authenticate such Global Debenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryClearing 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 Institutional 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 the Debentures presented to the Trustee by the Institutional 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 and this Sixth Supplemental Indentureto such Holder. Upon the issuance 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 that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelled.
(b) A 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 DepositaryClearing Agency, or to a successor Depositary Clearing Agency selected or approved by the Company or to a nominee of such successor DepositaryClearing Agency.
(c) If at any time the Clearing Agency notifies the Company that it is unwilling or unable to continue as a Clearing Agency or if at any time the 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 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 II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in certificated 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 a Global Debenture. In such event the Company will execute, and subject to Section 2.05 of the Base Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in certificated 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 certificated registered form without coupons, in authorized denominations, the Global Debenture shall be cancelled by the Trustee. Such Debentures in certificated registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered.
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Samples: Supplemental Indenture (Cox Communications Inc /De/)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the 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 DepositaryClearing Agency, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryClearing 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 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 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 Sixth Supplemental Indentureto such holder. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A 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 the Clearing Agency or a nominee of the DepositaryClearing Agency, or to a successor Depositary Clearing Agency selected or approved by the Company or to a nominee of such successor DepositaryClearing Agency.
(c) If at any (i) time the Clearing Agency notifies the Company that it is unwilling or unable to continue as 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 ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Trust or the Company becoming aware of the Clearing Agency's ceasing to be so registered, (iii) the Company, in its sole discretion, determines that the Global Debentures shall be so exchangeable or (iv) there shall have occurred and be continuing an
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Samples: First Supplemental Indenture (Kaufman & Broad Home Corp)
Global Debenture. (a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be presented to the Trustee by the 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 DepositaryDepository Institution, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository Institution; 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 Institutional Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the 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 registrar for transfer or reissuance 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 Sixth First Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution.
(c) If (i) at any time the Depository Institution notifies the Company that it is unwilling or unable to continue as Depository Institution or if at any time the Depository Institution 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 Institution 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 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 will execute, and, subject to Article II 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 such event the Company will execute, and, subject to Section 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 Depository Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depository Institution for delivery to the Persons in whose names such 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 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 Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; 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 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 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 Sixth First Supplemental Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the 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 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 II of the Inden- ture, the Trustee, upon written notice from the Company, will authenticate and 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 a Global Debenture. In such event the Company will execute, and subject to Section 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 Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
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 Institutional 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 ser es (a "Global Debenture"), ---------------- to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to or upon the order of the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth [First] Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; andDepository.
(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 Institutional 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 Institutional 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 Sixth [First] Supplemental Indenture. Upon the issuance On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Unless and until it is exchanged for 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 Depositary, Depository or by the Depository or any such nominee to a successor Depositary Depository selected or approved by the Company Issuer or to a nominee of such successor DepositaryDepository.
(c) If at any time the Depository for the Debentures notifies the Issuer that it is unwilling or unable to continue as Depository for the Debentures or if at any time the Depository for 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 Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, the Issuer will execute, and, subject to Article 3 of the Indenture, the Trustee, upon written notice from the Issuer, 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 Issuer, in its sole discretion, may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Issuer will execute, and subject to Article 3 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Issuer, 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 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 Trustee 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 1 contract
Global Debenture. (a) In connection with a Dissolution Event,:
(i) the The Subordinated Debentures in certificated form may be presented to the Trustee by the Institutional Property Trustee in exchange for a global Subordinated Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Outstanding Subordinated Debentures (a "Global Debenture"), ---------------- to be registered in the name of The Depository Trust Company (the Depositary"Depository"), or its nominee, and delivered by the Trustee to the Depository or upon a custodian appointed by the order of the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular 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 Sixth Second Supplemental Indenture. Payments on the Subordinated Debentures issued as a Global Debenture will be made to the Depositary; andDepository.
(ii) if If any Preferred Securities are held in non book-entry certificated form, the Subordinated Debentures in certificated form may be presented to the Trustee by the Institutional Trustee 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 Subordinated Debentures presented to the Trustee by the Institutional 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 reissuance, at which time such Preferred Security Certificates will be cancelled canceled and a Debenture, Subordinated 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, canceled will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth Second Supplemental Indenture. Upon the issuance On issue of such Subordinated Debentures, Subordinated Debentures with an equivalent aggregate principal amount that were presented by the Institutional Property Trustee to the Trustee will be deemed to have been cancelledcanceled.
(b) A Global Debenture may be transferred, in whole but not in part, only by the Depository to a nominee of the Depository, by a nominee of the Depository to another nominee of the DepositaryDepository, or by the Depository or such nominee to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository.
(c) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Subordinated Debentures or if at any time the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time the Depository is required to be so registered, and a successor Depository 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 Two of the Indenture, the Trustee will authenticate and deliver, the Subordinated 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, if at any time the Company determine that the Subordinated Debentures shall no longer be represented by a Global Debenture or there shall have occurred an Event of Default, the Company will execute, and, subject to receipt of a certificate evidencing such determination by the Company, the Trustee will authenticate and deliver, the Subordinated 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 Subordinated Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Subordinated 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 Securities to the Depository for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Samples: Second Supplemental Indenture (Northwestern Capital Financing I)
