Global Note. (a) Each Global Note for any series issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Note or a nominee of such Depositary and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole or in part may be registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary notifies the Trustee or the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, and no qualified successor is appointed by the Corporation within ninety (90) days of receipt of such notice, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositary, (iii) such Depositary ceases to be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event or (iv) an Event of Default shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the same. Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and the Notes. (c) If any Global Note is to be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article. If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the principal amount of the Global Note or Global Notes, as the case may be, shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions. (d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof. (e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants. (f) The rights of owners of beneficial interests in a Global Note shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any Note. (h) Global Notes shall bear the following legend on the face thereof:
Appears in 3 contracts
Samples: Indenture (Flushing Financial Corp), Indenture (Flushing Financial Corp), Indenture for Subordinated Notes (State Bancorp Inc)
Global Note. (a) Each Global Note Unless and until it is exchanged for any series issued under this Indenture shall be Notes in registered certificated form, a global note in principal amount equal to the name aggregate principal amount of the Depositary designated by Notes (the Corporation for such “Global Note Note”) may be transferred, in whole but not in part, only to the Depository or a nominee of such Depositary and delivered the Depository, or to such Depositary a successor Depository or to a nominee thereof or custodian therefor, and each of such Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon for all purposes of this Indenturesuccessor Depository.
(b) Notwithstanding If at any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole or in part may be registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless time (i) such Depositary the Depository notifies the Trustee Company that it is unwilling or unable to continue as a Depository for the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, Note and no qualified successor is Depository shall have been appointed by the Corporation within ninety (90) 90 days of receipt of after such noticenotification, (ii) the Corporation executes Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934 or any other applicable rule or regulation and delivers no successor Depository shall have been appointed within 90 days after the Company becoming aware of the Depository’s ceasing to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositarybe so registered, (iii) such Depositary ceases to the Company, in its sole discretion, determines that the Global Note shall be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event so exchangeable or (iv) an Event of Default there shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge continuing an Event of Default, the Company will execute, and, subject to Article 2 of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) aboveBase Indenture, the Trustee shall notify Trustee, upon written notice from the Depositary Company, will authenticate and instruct deliver Notes, with the Depositary Guarantees endorsed thereon and executed by the Guarantors, in registered certificated form without coupons, in authorized denominations, and in an aggregate principal amount equal to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the same. Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and the Notes.
(c) If any Global Note is to be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article. If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the principal amount of the Global Note or Global Notes, as the case may be, shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with Note. Upon the instructions exchange of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and such Notes in registered certificated form without coupons, in authorized denominations, the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained cancelled by the Depositary or its nominee or its Depositary ParticipantsTrustee. The Registrar and Such Notes in registered certificated form issued in exchange for the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants.
(f) The rights of owners of beneficial interests in a Global Note shall be exercised only through registered in such names and in such authorized denominations as the Depositary and Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall be limited instruct the Trustee. The Trustee shall deliver such Notes to those established by law and agreements between the Depository for delivery to the Persons in whose names such owners and the Depositary and/or its Depositary ParticipantsNotes are so registered.
(g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any Note.
(h) Global Notes shall bear the following legend on the face thereof:
Appears in 2 contracts
Samples: Supplemental Indenture (Vectren Utility Holdings Inc), Supplemental Indenture (Vectren Utility Holdings Inc)
Global Note. (a) Each The Global Note for any series issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Note or a nominee of such Depositary and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note Notes shall represent the aggregate amount of Outstanding outstanding Notes from time to time endorsed thereon for all purposes thereon; provided, that the aggregate amount of this Indentureoutstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and prepayments. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee, in accordance with applicable procedures established by the Depositary.
(b) Notwithstanding any other provision in this Indenture, no The Global Note Notes may be exchanged transferred, in whole or but not in part for Definitive Notespart, and no transfer only to another nominee of a Global Note in whole or in part may be registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary notifies the Trustee or the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, and no qualified successor is appointed by the Corporation within ninety (90) days of receipt of such notice, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositary, (iii) such or to a successor Depositary ceases to be a Clearing Agency registered under the Exchange Act and no successor is appointed selected or approved by the Corporation within ninety (90) days after obtaining knowledge Company or to a nominee of such event or (iv) an Event of Default shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the same. Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and the Notessuccessor Depositary.
(c) If at any Global Note time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or the Depositary has ceased to be exchanged 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 Definitive Notes of the same series or cancelled Notes, in whole, it shall be surrendered by or on behalf of the Depositary or its nominee authorized denominations and in an aggregate principal amount equal to the Registrar for exchange or cancellation as provided in this Article. If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the principal amount of the Global Note in exchange for such Global Note. If there is an Event of Default, the Depositary shall have the right to exchange the Global Notes for Definitive Notes. In addition, the Company may at any time determine that the Notes shall no longer be represented by a Global Note. In the event of such an Event of Default or Global such a determination, the Company shall execute, and subject to Section 2.07, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and make available for delivery Definitive Notes, as the case may be, shall be reduced or increased by in authorized denominations and in an aggregate principal amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with Note. Upon the instructions exchange of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and the such Definitive Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to authorized denominations, the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained cancelled by the Depositary or its nominee or its Depositary ParticipantsTrustee. The Registrar and Such Definitive Notes issued in exchange for the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants.
(f) The rights of owners of beneficial interests in a Global Note shall be exercised only through 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 Notes to the Depositary and shall be limited for delivery to those established by law and agreements between the Persons in whose names such owners and the Depositary and/or its Depositary ParticipantsDefinitive Notes are so registered.
(g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any Note.
(h) Global Notes shall bear the following legend on the face thereof:
Appears in 2 contracts
Samples: Indenture (Trenwick Group Inc), Indenture (Trenwick Group Inc)
Global Note. (a) Each Unless and until it is exchanged for the Notes in registered certificated form, a global Note in principal amount equal to the aggregate principal amount of all outstanding Notes ("Global Note for any series issued under this Indenture shall Note") may be registered transferred, in whole but not in part, only to the name of the Depositary designated by the Corporation for such Global Note Depository or a nominee of such Depositary and delivered the Depository, or to such Depositary a successor Depository or to a nominee thereof or custodian therefor, and each of such Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon for all purposes of this Indenturesuccessor Depository.
(b) Notwithstanding If at any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole or in part may be registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless time (i) such Depositary the Depository notifies the Trustee Company that it is unwilling or unable to continue as a Depository for the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, Notes and no qualified successor is Depository shall have been appointed by the Corporation within ninety (90) 90 days of receipt of after such noticenotification, (ii) the Corporation executes Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934 or any other applicable rule or regulation and delivers no successor Depository shall have been appointed within 90 days after the Company becoming aware of the Depository's ceasing to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositarybe so registered, (iii) such Depositary ceases to the Company, in its sole discretion, determines that the Global Notes shall be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event so exchangeable or (iv) an Event of Default there shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge continuing an Event of Default, the Company will execute, and, subject to Article II of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) aboveBase Indenture, the Trustee shall notify Trustee, upon written notice from the Depositary Company, will authenticate and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the same. Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and deliver the Notes.
(c) If any Global Note is , with the Guarantees endorsed thereon and executed by the Guarantors, in registered certificated form without coupons, in authorized denominations, and in an aggregate principal amount equal to be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article. If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the principal amount of the Global Note or Global Notes, as the case may be, shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with Note. Upon the instructions exchange of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and such Notes in registered certificated form without coupons, in authorized denominations, the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained cancelled by the Depositary or its nominee or its Depositary ParticipantsTrustee. The Registrar and Such Notes in registered certificated form issued in exchange for the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants.
(f) The rights of owners of beneficial interests in a Global Note shall be exercised only through registered in such names and in such authorized denominations as the Depositary and Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall be limited instruct the Trustee. The Trustee shall deliver such Notes to those established by law and agreements between the Depository for delivery to the Persons in whose names such owners and the Depositary and/or its Depositary ParticipantsNotes are so registered.
(g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any Note.
(h) Global Notes shall bear the following legend on the face thereof:
Appears in 1 contract
Samples: Second Supplemental Indenture (Vectren Utility Holdings Inc)
Global Note. (a) Each Global Note for any series issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Note or a nominee of such Depositary and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon for all purposes of this Indenture.
(b) Notwithstanding any other provision in this Indenture, no Global A Definitive Note may be exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole or in part may be registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary notifies the Trustee or the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, and no qualified successor is appointed by the Corporation within ninety (90) days of receipt of such notice, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositary, (iii) such Depositary ceases to be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event or (iv) an Event of Default shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the same. Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and the Notes.
(c) If any Global Note is to not be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article. If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the principal amount of the Global Note or Global Notes, as the case may be, shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:
(i) if such Definitive Note is a Transfer Restricted Security, a certification from the Holder thereof (in substantially the form of Exhibit B hereto) to the effect that such Definitive Note is being transferred by such Holder either (A) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act, (B) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act or (C) to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (and based on an opinion of counsel if the Company so requests in the case of a transfer of Notes with an aggregate principal amount of $100,000 or less) who wishes to take delivery thereof in the form of a beneficial interest in a Global Note; and
(ii) whether or not such Definitive Note is a Transfer Restricted Security, written instructions from the Holder thereof directing the Trustee to make, or to direct the Note Custodian to make, an endorsement on the appropriate Global Note to reflect an increase in the aggregate principal amount of the Notes represented by such Global Note, in which case the Trustee or its agent shall be shown only oncancel such Definitive Note in accordance with Section 2.11 hereof and cause, or direct the Note Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the transfer Note Custodian, the aggregate principal amount of such interest shall be effected only through, records maintained Notes represented by the Depositary or its nominee or its Depositary ParticipantsGlobal Note to be increased accordingly. The Registrar and If no Global Notes are then outstanding, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.2 hereof, the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to authenticate a new Global Note as in the sole holder appropriate principal amount.
(c) Transfer and Exchange of the Note and shall have no obligation to any beneficial owner of a Beneficial Interest in a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants.
(f) The rights of owners transfer and exchange of beneficial interests in a Global Notes shall be effected through the Depositary, in accordance with this Indenture and the procedures of the Depositary therefor, which shall include restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Any Notes evidenced by the Regulation S Global Note shall may only be exercised only through transferred in accordance with the Depositary and shall be limited to those established by law and agreements between such owners and provisions of Regulation S under the Depositary and/or its Depositary Participants.
(g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSecurities Act. Notwithstanding the foregoing, nothing herein shall prevent in the Corporationcase of a Transfer Restricted Security, a beneficial interest in a Global Note being transferred in reliance on an exemption from the Trustee or any agent registration requirements of the Corporation Securities Act (other than in accordance with Rule 144A, Rule 144 or Rule 904 under the Trustee from giving effect Securities Act) may only be transferred for a Definitive Note and pursuant to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation provisions of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any NoteSection 2.6(d) below.
(h) Global Notes shall bear the following legend on the face thereof:
Appears in 1 contract
Samples: Indenture (Highwaymaster Corp)
Global Note. (a) Each Global Note Unless and until it is exchanged for any series issued under this Indenture shall be registered in the name Notes of the Depositary designated by same series in registered certificated form, a global Note in principal amount equal to the Corporation for such aggregate principal amount of the 2013 Notes and a global Note in principal amount equal to the aggregate principal amount of the 2018 Notes (each a "Global Note Note") may be transferred, in whole but not in part, only to the Depository or a nominee of such Depositary and delivered the Depository, or to such Depositary a successor Depository or to a nominee thereof or custodian therefor, and each of such Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon for all purposes of this Indenturesuccessor Depository.
(b) Notwithstanding If at any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole or in part may be registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless time (i) such Depositary the Depository notifies the Trustee Company that it is unwilling or unable to continue as a Depository for the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, Notes and no qualified successor is Depository shall have been appointed by the Corporation within ninety (90) 90 days of receipt of after such noticenotification, (ii) the Corporation executes Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934 or any other applicable rule or regulation and delivers no successor Depository shall have been appointed within 90 days after the Company becoming aware of the Depository's ceasing to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositarybe so registered, (iii) such Depositary ceases to the Company, in its sole discretion, determines that the Global Notes shall be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event so exchangeable or (iv) an Event of Default there shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge continuing an Event of Default, the Company will execute, and, subject to Article 2 of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) aboveBase Indenture, the Trustee shall notify Trustee, upon written notice from the Depositary Company, will authenticate and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive deliver Notes of the same series series, with the Guarantees endorsed thereon and executed by the Guarantors, in registered certificated form without coupons, in authorized denominations, and in an aggregate principal amount equal to such beneficial owners requesting the same. Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and the Notes.
(c) If any Global Note is to be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article. If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the principal amount of the Global Note or Global Notes, as the case may be, shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with Note. Upon the instructions exchange of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and such Notes in registered certificated form without coupons, in authorized denominations, the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained cancelled by the Depositary or its nominee or its Depositary ParticipantsTrustee. The Registrar and Such Notes in registered certificated form issued in exchange for the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants.
(f) The rights of owners of beneficial interests in a Global Note shall be exercised only through registered in such names and in such authorized denominations as the Depositary and Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall be limited instruct the Trustee. The Trustee shall deliver such Notes to those established by law and agreements between the Depository for delivery to the Persons in whose names such owners and the Depositary and/or its Depositary ParticipantsNotes are so registered.
(g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any Note.
(h) Global Notes shall bear the following legend on the face thereof:
Appears in 1 contract
Samples: Third Supplemental Indenture (Vectren Utility Holdings Inc)
Global Note. (a) Each Any Global Note for any series issued authenticated under this Indenture shall be registered in the nominee name of the Depositary designated by the Corporation for such Global Note or a nominee of such Common Depositary and delivered to such Depositary or a nominee thereof or custodian thereforname of the Common Depositary, and each such Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon constitute a single Convertible Note for all purposes of this Indenture.
(b) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole or in part may be registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary notifies the Trustee or the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, and no qualified successor is appointed by the Corporation within ninety (90) days of receipt of such notice, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositary, (iii) such Depositary ceases to be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event or (iv) an Event of Default shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners Ownership of beneficial interests in such Global Note the Convertible Notes will be limited to the accountholders, or persons who hold interests through accountholders, of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the sameEuroclear or Clearstream or any successor clearing system. Upon the issuance of the Global Note, Euroclear and Clearstream shall credit, on its respective internal system, the respective principal amount of the individual beneficial interests represented by such Definitive Notes and Global Note to the registration accounts of its accountholders. The accounts to be credited will be designated by the underwriter or any dealers or agents participating in the Note Register distribution of such Notes the Convertible Notes. Ownership of beneficial interests in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and the Notes.
(c) If any Global Note is to be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article. If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note shall be so surrendered shown only on, and the transfer of such ownership interest shall be effected only though, records maintained by Euroclear or Clearstream or its respective nominee (with respect to interests of accountholders) or by any such accountholders (with respect to interests of persons held by such accountholders on their behalf). Payments, transfers, exchanges and other matters relating to beneficial interests in the Global Note may be subject to various policies and procedures adopted by Euroclear and Clearstream from time to time. None of the Company, the Trustee or any of their agents shall have any responsibility or liability for exchange any aspect of Euroclear's or cancellation as provided Clearstream's or any accountholder's records, policies or procedures relating to, or for payments made on account of, beneficial interests in this Article or (ii) the principal amount of the Global Note or for any other aspect of the relationship between Euroclear or Clearstream and its accountholders, or for maintaining, supervising or reviewing any records relating to such beneficial interests. As long as the Common Depositary, or its nominee, is the registered Holder of the Global NotesNote, the Common Depositary or such nominee, as the case may be, shall be reduced considered the sole owner and Holder of such Global Note (and of the Convertible Notes represented thereby) for all purposes under the Indenture and the Convertible Notes. Except in the circumstances described in this Indenture, owners of beneficial interests in the Global Note shall not be entitled to have such Global Note or increased by any Convertible Notes represented thereby registered in their names, shall not receive or be entitled to receive physical delivery of certificated Convertible Notes in exchange therefor and shall not be considered the owners or Holders of such Global Note (or any Convertible Notes represented thereby) for any purpose under the Indenture or the Convertible Notes. In addition, no Beneficial Owner of an amount equal interest in the Global Note shall be able to transfer the interest except in accordance with Euroclear's or Clearstream's applicable procedures (in addition to those under the Indenture referred to herein). All payments principal or redemption interest of, or Additional Amounts on, the Global Note shall be made to the portion thereof to be so exchanged Common Depositary or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests thereinits nominee, as the case may be, by means of an appropriate adjustment made on as the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its recordsHolder thereof. Upon any such surrender or adjustment of a Global Every Convertible Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a the Global Note or any portion thereof thereof, whether pursuant to this Section, Section 304, 306, 1108, 1206 or 1402 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Convertible Note is registered in the name of a Person other than the Common Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants.
(f) The rights of owners of beneficial interests in a Global Note shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants.
(g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any Note.
(h) Global Notes shall bear the following legend on the face thereof:
Appears in 1 contract
Global Note. (a) Subject to Section 7.12(b), at the option of the Required Purchasers, each Issuance of the Notes shall initially be represented by one or more Notes in registered, global form without interest coupons (a "Global Note"). Each Global Note for any series issued under this Indenture shall be deposited upon issuance with the Administrative Agent as custodian for the Purchasers and registered in the name of the Depositary designated by Administrative Agent, in each case for credit to an account of and as the Corporation for such Global Note or designee of a nominee of such Depositary and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon for all purposes of this IndenturePurchaser.
(b) Notwithstanding Section 7.12(a), upon the occurrence and during the continuance of any other provision in this IndentureEvent of Default, no each Global Note may shall be exchanged in whole or in part by the Company upon the request of any Purchaser for Definitive Notes, and no transfer of a Global Note in whole or in part may Notes to be registered held by such Purchasers in the name respective principal amount of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary notifies the Trustee or the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to Purchaser's pro rata portion of such Global Note, and no qualified successor is appointed by the Corporation within ninety (90) days of receipt of such notice, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositary, (iii) such Depositary ceases to be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event or (iv) an Event of Default shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the same. Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and the Notes.
(c) If any Global Note is to be exchanged for Definitive other Notes of the same series or cancelled canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar Administrative Agent for exchange or cancellation as provided in this ArticleSection 7.12. If any Global Note is to be exchanged for Definitive other Notes of the same series or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article Section 7.12 or (ii) the principal amount of the Global Note or Global Notes, as the case may be, thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes other Note to be so exchanged for a beneficial interests Qualcomm/Ericsson Note Purchase Agreement 46 interest therein, as the case may be, by means of an appropriate adjustment made on in the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its recordsRegister (as defined below). Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructionsNote, the Corporation Company shall execute and the Trustee shall authenticate and deliver Definitive any Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with to or upon the instructions of the Depositary. The Trustee may conclusively rely onorder of, and shall registered in such names as may be fully protected in relying ondirected by, such instructionsthe Administrative Agent.
(d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof thereof, whether pursuant to this Section 7.12 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereofAdministrative Agent.
(e) The Depositary Nothing in this Section 7.12, or its nominee, as in the registered owner form of a any Global Note, shall be vitiate the holder of such Global Note for all purposes under this Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder several nature of the Note agreements to purchase and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants.
(f) The rights of owners of beneficial interests in a Global Note shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants.
(g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None obligations of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests Purchasers set forth in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any NoteArticle II.
(h) Global Notes shall bear the following legend on the face thereof:
Appears in 1 contract
Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.6(b)(i).
(aii) Each All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests (other than a transfer of a beneficial interest in a Global Note to a Person who takes delivery thereof in the form of a beneficial interest in the same Global Note), the transferor of such beneficial interest must deliver to the Registrar (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that (x) no transfer or exchange of a beneficial interest in a Global Note for any series issued under this Indenture a Definitive Note shall be registered effective under clause (B) hereof unless permitted by Applicable Procedures of the Depositary, (y) in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the name Regulation S Temporary Global Note prior to (1) the expiration of the Depositary designated Restricted Period and (2) the receipt by the Corporation for such Global Note or Registrar of any certificates required pursuant to Rule 903 under the Securities Act and (z) beneficial interests in a nominee of such Depositary and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon for all purposes of this Indenture.
(b) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole or in part may be registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary notifies the Trustee or the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, and no qualified successor is appointed by the Corporation within ninety (90) Notes only upon at least 20 days of receipt of such notice, (ii) the Corporation executes and delivers prior written notice given to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositary, (iii) such Depositary ceases to be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event or (iv) an Event of Default shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the same. Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and the Notes.
(c) If any Global Note is to be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee in accordance with Applicable Procedures. Upon an Exchange Offer by the Company in accordance with Section 2.6(f) hereof, the requirements of this Section 2.6(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange or cancellation as provided of beneficial interests in Global Notes contained in this Article. If any Global Note is to be exchanged for Definitive Notes of Indenture, the same series or canceled in part, then either (i) such Global Note Trustee shall be so surrendered for exchange or cancellation as provided in this Article or (ii) adjust the principal amount of the relevant Global Note or Global Notes, as the case may be, shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereofNote(s) in accordance with the instructions of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary ParticipantsSection 2.6(h) hereof.
(f) The rights of owners of beneficial interests in a Global Note shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants.
(g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any Note.
(h) Global Notes shall bear the following legend on the face thereof:
Appears in 1 contract
Samples: Indenture (National Oilwell Inc)
Global Note. (a) Each In connection with a Dissolution Event,
(i) the Notes may be presented to the Trustee by the Property Trustee in exchange for a global Note in an aggregate principal amount equal to the aggregate principal amount of all outstanding Notes (a "Global Note for any series issued under this Indenture shall Note"), to be registered in the name of the Depositary designated Clearing Agency, or its nominee, and delivered by the Corporation Trustee to the Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees and the Clearing Agency will act as Depository for the Notes. The Issuer upon any such Global Note or a nominee of such Depositary and delivered to such Depositary or a nominee thereof or custodian thereforpresentation, and each such Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon for all purposes of this Indenture.
(b) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Definitive Notes, and no transfer of execute a Global Note in whole or such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in part accordance with the Indenture and this First Supplemental Indenture. Payments on the Notes issued as a Global Note will be made to the Depository; and
(ii) if any Preferred Securities are held in non book-entry certificated form, the Notes may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Notes presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Note, registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary notifies holder of the Trustee Preferred Security Certificate or the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, and no qualified successor is appointed by the Corporation within ninety (90) days transferee of receipt of such notice, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositary, (iii) such Depositary ceases to be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event or (iv) an Event of Default shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the same. Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and the Notes.
(c) If any Global Note is to be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article. If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the principal amount of the Global Note or Global Notes, as the case may be, shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants.
(f) The rights of owners of beneficial interests in a Global Note shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants.
(g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any Note.
(h) Global Notes shall bear the following legend on the face thereof:Preferred Security
Appears in 1 contract
Samples: Supplemental Indenture (Consumers Power Co Financing I)
Global Note. (a) Each Unless and until it is exchanged for the Notes in registered certificated form, a global Note in principal amount equal to the aggregate principal amount of all outstanding Notes ("Global Note for any series issued under this Indenture shall Note") may be registered transferred, in whole but not in part, only to the name of the Depositary designated by the Corporation for such Global Note Depository or a nominee of such Depositary and delivered the Depository, or to such Depositary a successor Depository or to a nominee thereof or custodian therefor, and each of such Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon for all purposes of this Indenturesuccessor Depository.
(b) Notwithstanding If at any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole or in part may be registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary time the Depository notifies the Trustee Company that it is unwilling or unable to continue as a Depository for the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, Notes and no qualified successor is Depository shall have been appointed by the Corporation within ninety (90) 90 days of receipt of after such noticenotification, (ii) the Corporation executes Depository at any time ceases to be a clearing agency registered under the Securities Exchange Act of 1934 or any other applicable rule or regulation and delivers no successor Depository shall have been appointed within 90 days after the Company becoming aware of the Depository's ceasing to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositarybe so registered, (iii) such Depositary ceases to the Company, in its sole discretion, determines that the Global Notes shall be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event so exchangeable or (iv) an Event of Default there shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge continuing an Event of Default, the Company will execute, and, subject to Article II of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) aboveBase Indenture, the Trustee shall notify Trustee, upon written notice from the Depositary Company, will authenticate and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the same. Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and deliver the Notes.
(c) If any Global Note is , with the Guarantees endorsed thereon and executed by the Guarantors, in registered certificated form without coupons, in authorized denominations, and in an aggregate principal amount equal to be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article. If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the principal amount of the Global Note or Global Notes, as the case may be, shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with Note. Upon the instructions exchange of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and such Notes in registered certificated form without coupons, in authorized denominations, the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained cancelled by the Depositary or its nominee or its Depositary ParticipantsTrustee. The Registrar and Such Notes in registered certificated form issued in exchange for the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants.
(f) The rights of owners of beneficial interests in a Global Note shall be exercised only through registered in such names and in such authorized denominations as the Depositary and Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall be limited instruct the Trustee. The Trustee shall deliver such Notes to those established by law and agreements between the Depository for delivery to the Persons in whose names such owners and the Depositary and/or its Depositary ParticipantsNotes are so registered.
(g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any Note.
(h) Global Notes shall bear the following legend on the face thereof:
Appears in 1 contract
Global Note. (a) Each Global Note for any series issued under this Indenture Except as provided in Section 2.5, the Notes shall be issuable as fully registered in global notes (the name of “Global Note”) with The Canadian Depository for Securities Limited being designated the Depositary designated initial Depository therefor and its nominee, CDS & Co., being registered as the initial holder thereof for each issue, and with the register being maintained by the Corporation for such Global Note or a nominee of such Depositary and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall represent Trustee at the aggregate amount of Outstanding Notes from time to time endorsed thereon for all purposes of this IndentureCorporate Trust Office.
(b) Notwithstanding any other provision Except as set out in this IndentureSection 2.5, no Global Note may purchaser of Notes will be exchanged in whole entitled to a certificate or in part for Definitive Notesother instrument from the Corporation or CDS evidencing that purchaser’s ownership thereof, and no transfer holder of a Global Note in whole or in part may be registered beneficial interest in the name Notes will be shown on the records maintained by CDS except through book-entry accounts of any Person a participant of CDS acting on behalf of beneficial owners.
(c) Except in the case of U.S. Persons purchasing the Notes under Rule 144A, Certificated Notes will be issued to Holders or their nominees, other than the Depositary for such Global Note CDS or a nominee thereof unless its nominee, only if (i) such Depositary notifies required by applicable law, (ii) the Trustee or depository system of CDS ceases to exist, (iii) the Corporation in writing determines that such Depositary CDS is no longer willing or able to discharge properly discharge its responsibilities responsibility as Depositary with respect Depository and the Corporation is unable to such Global Note, and no locate a qualified successor is appointed by the Corporation within ninety or (90) days of receipt of such notice, (iiiv) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation at its option elects to terminate the book-entry system through the Depositary, (iii) such Depositary ceases to be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event or (iv) an Event of Default shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the same. Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and the Notes.
(c) If any Global Note is to be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article. If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the principal amount of the Global Note or Global Notes, as the case may be, shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructionsCDS.
(d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form ofThe Corporation, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary Trustee will not have any liability for such Global Note or a nominee thereof.
(ei) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant records maintained by CDS relating to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records Notes or the book-entry accounts maintained by the Depositary or its nominee or its Depositary Participants. The Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants.
CDS, (fii) The rights of owners of beneficial interests in a Global Note shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants.
(g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to any such beneficial ownership interests. Notwithstanding interest, or (iii) any advice or representation made or given by CDS and made or given herein with respect to the foregoing, nothing herein shall prevent the Corporation, the Trustee rules and regulations of CDS or any agent action to be taken by CDS or at the direction of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, participants.
(e) As long as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary CDS or its nominee as is the registered holder of any the Global Note, CDS or its nominee, as the case may be, will be considered to be the sole owner of the Global Note for the purposes of receiving payments of interest on and principal of the Global Note.
(h) Global Notes shall bear the following legend on the face thereof:
Appears in 1 contract
Samples: Indenture (Nova Chemicals Corp /New)
Global Note. (a) Each Global Note Unless and until it is exchanged for any series issued under this Indenture shall be registered in the name Notes of the Depositary designated by same series in registered certificated form, a global Note in principal amount equal to the Corporation for such aggregate principal amount of the 2015 Notes and a global Note in principal amount equal to the aggregate principal amount of the 2035 Notes (each a “Global Note Note”) may be transferred, in whole but not in part, only to the Depository or a nominee of such Depositary and delivered the Depository, or to such Depositary a successor Depository or to a nominee thereof or custodian therefor, and each of such Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon for all purposes of this Indenturesuccessor Depository.
(b) Notwithstanding If at any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole or in part may be registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless time (i) such Depositary the Depository notifies the Trustee Company that it is unwilling or unable to continue as a Depository for the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, Notes and no qualified successor is Depository shall have been appointed by the Corporation within ninety (90) 90 days of receipt of after such noticenotification, (ii) the Corporation executes Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934 or any other applicable rule or regulation and delivers no successor Depository shall have been appointed within 90 days after the Company becoming aware of the Depository’s ceasing to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositarybe so registered, (iii) such Depositary ceases to the Company, in its sole discretion, determines that the Global Notes shall be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event so exchangeable or (iv) an Event of Default there shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge continuing an Event of Default, the Company will execute, and, subject to Article 2 of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) aboveBase Indenture, the Trustee shall notify Trustee, upon written notice from the Depositary Company, will authenticate and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive deliver Notes of the same series series, with the Guarantees endorsed thereon and executed by the Guarantors, in registered certificated form without coupons, in authorized denominations, and in an aggregate principal amount equal to such beneficial owners requesting the same. Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and the Notes.
(c) If any Global Note is to be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article. If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the principal amount of the Global Note or Global Notes, as the case may be, shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with Note. Upon the instructions exchange of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and such Notes in registered certificated form without coupons, in authorized denominations, the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained cancelled by the Depositary or its nominee or its Depositary ParticipantsTrustee. The Registrar and Such Notes in registered certificated form issued in exchange for the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants.
(f) The rights of owners of beneficial interests in a Global Note shall be exercised only through registered in such names and in such authorized denominations as the Depositary and Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall be limited instruct the Trustee. The Trustee shall deliver such Notes to those established by law and agreements between the Depository for delivery to the Persons in whose names such owners and the Depositary and/or its Depositary ParticipantsNotes are so registered.
(g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any Note.
(h) Global Notes shall bear the following legend on the face thereof:
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Vectren Utility Holdings Inc)
Global Note. (a) Each Notes corresponding to Applicable Ownership Interests in Notes 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 Note for any series Note”), and if issued under this Indenture as one or more Global Notes, the Depositary shall be The Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. On the date on which the Notes 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 Notes, registered in the name of the Depositary designated or its nominee, each having a zero principal balance. Upon the creation of Treasury Units or Cash Settled Units, or the re-creation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases or Decreases in Note on the Global Notes held by the Corporation for such Global Note or a nominee of such Depositary and delivered to such Depositary or a nominee thereof or custodian therefor, and each such on the Pledged Note held by the Collateral Agent. Notes represented by the Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon will be exchangeable for all purposes of this Indenture.
Notes in certificated form only (bx) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole or in part may be registered in the name of any Person other than if the Depositary (A) has notified the Company that it is unwilling or unable to continue as depository for such the Global Note Notes or a nominee thereof unless (iB) such Depositary notifies the Trustee or the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, and no qualified successor is appointed by the Corporation within ninety (90) days of receipt of such notice, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositary, (iii) such Depositary ceases has ceased to be a Clearing Agency clearing agency registered under the Exchange Act and no and, in either case, a successor depository is not appointed by the Corporation Company within ninety (90) 90 days after obtaining knowledge of such event notice or cessation, or (ivy) an Event of Default shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge of following the occurrence request of any event specified in clause (i)Holder or Beneficial Owner of Corporate Units, (ii)Treasury Units or Cash Settled Units seeking to exercise or enforce its rights under such Corporate Units, (iii) Treasury Units or Cash Settled Units or (ivz) aboveupon re-creation of Corporate Units; provided, subject to Section 2.03, that the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the same. Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in certificated form so issued in exchange for the names of the holders thereof, the Trustee shall recognize such holders as holders of Global Notes for all purposes of this Indenture and the Notes.
(c) If any Global Note is to be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by in denominations of $1,000 or on behalf any whole multiple of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article. If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note $1,000 above that amount and shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the of like aggregate principal amount and tenor as the portion of the Global Note or Global Notes, as the case may be, shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceledexchanged. Except as provided above, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture or this Supplemental Indenture. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be shown made, only on, and the transfer of such interest shall be effected only through, records maintained by to the Depositary or its a nominee of the Depositary, or its to a successor Depositary Participantsselected or approved by the Company or to a nominee of such successor Depositary. The Registrar and the Trustee Any Global Note that is exchangeable pursuant to clause (x) of this Section 2.04 shall be entitled to deal with exchangeable for Notes in certificated form registered in such names as the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participantsdirect.
(f) The rights of owners of beneficial interests in a Global Note shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants.
(g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any Note.
(h) Global Notes shall bear the following legend on the face thereof:
Appears in 1 contract
Samples: Supplemental Indenture (Stanley Black & Decker, Inc.)
Global Note. (a) Each Global Note Unless and until it is exchanged for any series issued under this Indenture shall be IQ Notes in registered certificated form, a global note in principal amount equal to the name aggregate principal amount of the Depositary designated by IQ Notes (the Corporation for such “Global Note Note”) may be transferred, in whole but not in part, only to the Depository or a nominee of such Depositary and delivered the Depository, or to such Depositary a successor Depository or to a nominee thereof or custodian therefor, and each of such Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon for all purposes of this Indenturesuccessor Depository.
(b) Notwithstanding If at any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole or in part may be registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless time (i) such Depositary the Depository notifies the Trustee Company that it is unwilling or unable to continue as a Depository for the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, Note and no qualified successor is Depository shall have been appointed by the Corporation within ninety (90) 90 days of receipt of after such noticenotification, (ii) the Corporation executes Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934 or any other applicable rule or regulation and delivers no successor Depository shall have been appointed within 90 days after the Company becoming aware of the Depository’s ceasing to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositarybe so registered, (iii) such Depositary ceases to the Company, in its sole discretion, determines that the Global Note shall be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event so exchangeable or (iv) an Event of Default there shall have occurred and be continuing. Upon a Responsible Officer having actual knowledge continuing an Event of Default, the Company will execute, and, subject to Article 2 of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) aboveBase Indenture, the Trustee shall notify Trustee, upon written notice from the Depositary Company, will authenticate and instruct deliver IQ Notes, with the Depositary Guarantees endorsed thereon and executed by the Guarantors, in registered certificated form without coupons, in authorized denominations, and in an aggregate principal amount equal to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the same. Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and the Notes.
(c) If any Global Note is to be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article. If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the principal amount of the Global Note or Global Notes, as the case may be, shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with Note. Upon the instructions exchange of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and such IQ Notes in registered certificated form without coupons, in authorized denominations, the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained cancelled by the Depositary or its nominee or its Depositary ParticipantsTrustee. The Registrar and Such IQ Notes in registered certificated form issued in exchange for the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants.
(f) The rights of owners of beneficial interests in a Global Note shall be exercised only through registered in such names and in such authorized denominations as the Depositary and Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall be limited instruct the Trustee. The Trustee shall deliver such IQ Notes to those established by law and agreements between the Depository for delivery to the Persons in whose names such owners and the Depositary and/or its Depositary ParticipantsIQ Notes are so registered.
(g) No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note. None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any Note.
(h) Global Notes shall bear the following legend on the face thereof:
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Samples: Supplemental Indenture (Vectren Utility Holdings Inc)
