Global Securities; Transfer Sample Clauses

Global Securities; Transfer. (a) Global Securities shall (i) be registered in the name of the Depositary or the nominee of such Depositary and (ii) be delivered to the Trustee as custodian for the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, the Holder of the Global Securities may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Securities; and the Trustee or any agent of the Company or the Trustee shall give effect to any proxy or other authorization granted by the Depositary. This Indenture shall not impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of beneficial owners of a Global Security. (b) Transfers of the Global Securities shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Securities if (i) the Depositary has notified the Company and the Trustee in writing that the Depositary (A) is unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary, and in either such case, no successor Depositary shall have been appointed within 90 days of such notification, (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security and the Trustee has received a written request from the Depositary that Physical Securities be issued or (iii) the Company, at its option, notifies the Trustee that it elects to cause the issuance of Physical Securities, subject to applicable procedures of the Depositary. In connection with the transfer of a Global Security to beneficial owners pursuant to this Section 3.09(b), the Global Security shall be deemed to...