Common use of Global Debentures Clause in Contracts

Global Debentures. The Debentures will be issued as Global Debentures. The Depositary for the Debentures will be CDS Clearing and Depositary Services Inc. The Global Debentures will be registered in the name of CDS & Co. (or any nominee of the Depositary). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in Section 3.2. A Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a person other than the Depositary for such Global Debentures or a nominee thereof as provided in Section 3.2. The Global Debentures shall bear the following legends: “This Debenture is a Global Debenture within the meaning of the Indenture herein referred to and is registered in the name of a Depository or a nominee thereof. This Debenture may not be transferred to or exchanged for Debentures registered in the name of any Person other than the Depository or a nominee thereof and no such transfer may be registered except in the limited circumstances described in the Indenture. Every Debenture authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, this Debenture shall be a Global Debenture subject to the foregoing, except in such limited circumstances described in the Indenture. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO INTELGENX TECHNOLOGIES CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

Global Debentures. The Debentures corresponding to Applicable Ownership Interests in Debentures that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a “Global Debenture”), and if issued as Global Debentures. The Depositary for the Debentures will be CDS Clearing and Depositary Services Inc. The Global Debentures will be registered in the name of CDS & Co. (one or any nominee of the Depositary). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in Section 3.2. A Global Debenture may be exchanged for Debentures in registered form that are not more Global Debentures, or transferred to and registered in the name of a person other than the Depositary for shall be The Depository Trust Company or such Global Debentures or a nominee thereof other depositary as provided in Section 3.2. The Global Debentures shall bear the following legends: “This Debenture is a Global Debenture within the meaning any officer of the Indenture herein referred Company may from time to and is registered in time designate. On the name of a Depository or a nominee thereof. This Debenture may not be transferred to or exchanged for date on which the Debentures registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Debentures, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any Person other than case where the Depository Collateral Agent releases Debentures underlying the Pledged Applicable Ownership Interests in Debentures, an appropriate annotation shall be made on the Schedule of Increases and Decreases in Debenture on the Global Debentures held by the Depositary. Debentures represented by the Global Debentures will be exchangeable for Debentures in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Debentures or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that the Debentures in certificated form so issued in exchange for the Global Debentures shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as the portion of the Global Debenture to be exchanged. Except as provided above, owners of beneficial interest in a Global Debenture will not be entitled to receive physical delivery of Debentures in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such Global Debenture is exchanged for Debentures in certificated form, Global Debentures may be transferred, in whole but not in part, and any payments on the Debentures shall be made, only to the Depositary or a nominee thereof and no such transfer may be registered except in of the limited circumstances described in the Indenture. Every Debenture authenticated and delivered upon registration of, transfer ofDepositary, or in exchange for, to a successor Depositary selected or in lieu of, approved by the Company or to a nominee of such successor Depositary. Any Global Debenture that is exchangeable pursuant to clause (x) of the fourth sentence of this Debenture Section 2.04 shall be a Global Debenture subject to the foregoing, except exchangeable for Debentures in certificated form registered in such limited circumstances described in names as the Indenture. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO INTELGENX TECHNOLOGIES CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CODepositary shall direct., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

Global Debentures. The (a) If the Company shall establish pursuant to Section 2.01 that the Debentures will of a particular series are to be issued as one or more Global Debentures, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, one or more Global Debentures which shall represent such of the Outstanding Debentures of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Debentures from time to time endorsed thereon and that the aggregate amount of Outstanding Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges or redemptions. The Any endorsement of a Global Debenture to reflect the amount, or any increase or decrease in the amount, of Outstanding Debentures represented thereby shall be made by the Trustee (i) in such manner and upon instructions given by such Person or Persons as shall be specified in such Debenture or in a written order of the Company to be delivered to the Trustee pursuant to Section 2.04 or (ii) otherwise in accordance with written instructions or such other written form of instructions as is customary for the Depositary for such Debenture, from such Depositary or its nominee on behalf of any Person having a beneficial interest in such Global Debenture. Subject to the provisions of Section 2.04 and, if applicable, Section 2.06, the Trustee shall deliver and redeliver any Debenture in permanent global form in the manner and upon instructions given by the Person or Persons specified in such Debenture or in the applicable written order of the Company. With respect to the Debentures will be CDS Clearing of any series that are represented by a Global Debenture, the Company authorizes the execution and Depositary Services Inc. The Global Debentures will be registered delivery by the Trustee of a letter of representations or other similar agreement or instrument in the name of CDS & Co. (or any nominee of form customarily provided for by the Depositary)Depositary appointed with respect to such Global Debenture. No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in Section 3.2. A Any Global Debenture may be exchanged for Debentures in registered form that are not Global Debenturesdeposited with the Depositary or its nominee, or transferred to and registered may remain in the name custody of the Trustee or the Debenture custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and the Depositary. If a written order of the Company has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a person other than the Depositary for such Global Debentures or a nominee thereof as provided Debenture in global form shall be in writing but need not comply with Section 3.2. The Global Debentures shall bear the following legends: “This Debenture is a Global Debenture within the meaning of the Indenture herein referred to 13.06 and is registered in the name of a Depository or a nominee thereof. This Debenture may need not be transferred to or exchanged for Debentures registered in the name accompanied by an Opinion of any Person other than the Depository or a nominee thereof and no such transfer may be registered except in the limited circumstances described in the Indenture. Every Debenture authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, this Debenture shall be a Global Debenture subject to the foregoing, except in such limited circumstances described in the Indenture. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO INTELGENX TECHNOLOGIES CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & COCounsel., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

Global Debentures. The Debentures will shall be issued as initially in the form of one or more fully registered global debentures (the "Global Debentures. The Depositary for "), which shall be deposited on behalf of the purchasers of the Debentures will be CDS Clearing and Depositary Services Inc. represented thereby with The Global Debentures will be registered in Depository Trust Company, New York, New York (the name of CDS & Co. (or any nominee of the Depositary). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in Section 3.2. A Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to "Depository") and registered in the name of a person other than Cede & Co., the Depositary for such Global Depository's nominee, duly executed by the Company, authenticated by the Trustee and with guarantees endorsed thereon as hereinafter provided. The aggregate principal amount of outstanding Debentures may from time to time be increased or a decreased by adjustments made on the records of the Trustee and the Depository or its nominee thereof as provided in Section 3.2hereinafter provided. The Global Debentures shall bear the following legends: “This Debenture is a Global Debenture within the meaning of the Indenture herein referred to and is registered in the name of a Depository or a nominee thereof. This Debenture may not be transferred except by the Depository, in whole and not in part, to or exchanged for Debentures registered in the name another nominee of any Person other than the Depository or to a nominee thereof successor of the Depository or its nominee. If at any time (i) the Depository notifies the Company that the Depository is unwilling or unable to continue as Depository for the Global Debentures or if at any time the Depository ceases to be a clearing agency registered under the Exchange Act and no a successor Depository for the Global Debentures is not appointed by the Company within 90 days after delivery of such transfer may notice, (ii) the Company in its sole discretion determines that the Global Debentures will be registered except in exchangeable or (iii) there shall have occurred and be continuing an event of default with respect to the limited circumstances described in Debentures under the Indenture. Every Debenture authenticated , then the Company shall execute, and delivered the Trustee shall, upon registration ofreceipt of a Company Order for authentication, transfer ofauthenticate and deliver, or definitive Debentures in an aggregate principal amount equal to the principal amount of the Global Debentures in exchange for, or in lieu of, this Debenture shall be a for such Global Debenture subject to the foregoing, except in such limited circumstances described in the Indenture. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO INTELGENX TECHNOLOGIES CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CODebentures., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”