Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 46 contracts
Samples: Indenture (Fat Brands, Inc), Indenture (Fat Brands, Inc), Indenture (Fat Brands, Inc)
Global Securities. If (a) Upon the Company shall establish pursuant to Section 3.1 that election of the Holder after the Original Issue Date, which election need not be in writing, the Securities of a particular series are to owned by such Holder shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for registered Securities, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to (x) the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to (y) the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for 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 Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global SecuritySecurity or a nominee thereof.
(e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, acting pursuant to instructions from its direct and deposited with the Securities Registrar, as custodian for such Depositary, or indirect participants or otherwisewith such Depositary, shall instruct for credit by the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities Depositary to the Persons in whose names respective accounts of the beneficial owners of the Securities are so represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be registered. Any endorsement issued in the form of a Global Security to reflect the principal amount thereof, or any increase or decrease other form intended to facilitate book-entry trading in beneficial interests in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Securities.
(f) The Depositary or, if there be one, or its nominee, as the registered owner of a Global Security, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositaryinterest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with such the Depositary for all purposes of this Indenture relating to such a Global Security (including the payment of principal, premium, if any, principal and interest and any Additional Amounts with respect to such Global Security thereon and the giving of instructions or directions by or to the beneficial owners of such Global Security beneficial interests therein and the giving of notices) as the sole Holder of such Global the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.
(g) The rights of owners thereof of beneficial interests in a Global Security 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.
(including h) No holder of any direct beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or indirect participants in the Trustee as the owner of such Depositary)Global Security for all purposes whatsoever. None of the Company, the Trustee, Trustee nor any Paying Agent agent of the Company or the Security Registrar shall Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.
Appears in 33 contracts
Samples: Junior Subordinated Indenture (American Realty Capital Properties, Inc.), Junior Subordinated Indenture (New York Mortgage Trust Inc), Junior Subordinated Indenture (Impac Mortgage Holdings Inc)
Global Securities. If (a) Upon the Company shall establish pursuant to Section 3.1 that election of the Holder after the Original Issue Date, which election need not be in writing, the Securities of a particular series are to owned by such Holder shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for registered Securities, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for 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 Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global SecuritySecurity or a nominee thereof.
(e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, acting pursuant to instructions from its direct and deposited with the Securities Registrar, as custodian for such Depositary, or indirect participants or otherwisewith such Depositary, shall instruct for credit by the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities Depositary to the Persons in whose names respective accounts of the beneficial owners of the Securities are so represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be registered. Any endorsement issued in the form of a Global Security to reflect the principal amount thereof, or any increase or decrease other form intended to facilitate book-entry trading in beneficial interests in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Securities.
(f) The Depositary or, if there be one, or its nominee, as the registered owner of a Global Security, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositaryinterest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with such the Depositary for all purposes of this Indenture relating to such a Global Security (including the payment of principal, premium, if any, principal and interest and any Additional Amounts with respect to such Global Security thereon and the giving of instructions or directions by or to the beneficial owners of such Global Security beneficial interests therein and the giving of notices) as the sole Holder of such Global the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.
(g) The rights of owners thereof of beneficial interests in a Global Security 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.
(including h) No holder of any direct beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or indirect participants in the Trustee as the owner of such Depositary)Global Security for all purposes whatsoever. None of the Company, the Trustee, Trustee nor any Paying Agent agent of the Company or the Security Registrar shall Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.
Appears in 24 contracts
Samples: Junior Subordinated Indenture (Paragon Commercial CORP), Junior Subordinated Indenture (People's United Financial, Inc.), Junior Subordinated Indenture (FNB Corp/Nc)
Global Securities. If (a) Upon the Company shall establish pursuant to Section 3.1 that election of the Holder after the Original Issue Date, which election need not be in writing, the Securities of a particular series are to owned by such Holder shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global SecuritySecurity or a nominee thereof.
(e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, acting pursuant to instructions from its direct and deposited with the Securities Registrar, as custodian for such Depositary, or indirect participants or otherwisewith such Depositary, shall instruct for credit by the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities Depositary to the Persons in whose names respective accounts of the beneficial owners of the Securities are so represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be registered. Any endorsement issued in the form of a Global Security to reflect the principal amount thereof, or any increase or decrease other form intended to facilitate book-entry trading in beneficial interests in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Securities.
(f) The Depositary or, if there be one, or its nominee, as the registered owner of a Global Security, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Depository Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositaryinterest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with such the Depositary for all purposes of this Indenture relating to such a Global Security (including the payment of principal, premium, if any, principal and interest and any Additional Amounts with respect to such Global Security thereon and the giving of instructions or directions by or to the beneficial owners of such Global Security beneficial interests therein and the giving of notices) as the sole Holder of such Global the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.
(g) The rights of owners thereof of beneficial interests in a Global Security 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.
(including h) No holder of any direct beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or indirect participants in the Trustee as the owner of such Depositary)Global Security for all purposes whatsoever. None of the Company, the Trustee, Trustee nor any Paying Agent agent of the Company or the Security Registrar shall Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.
Appears in 20 contracts
Samples: Junior Subordinated Indenture (Georgia Bancshares Inc//), Junior Subordinated Indenture (Coastal Bancorp Inc), Junior Subordinated Indenture (State National Bancshares, Inc.)
Global Securities. If (a) Upon the Company shall establish pursuant to Section 3.1 that election of the Holder after the Original Issue Date, which election need not be in writing, the Securities of a particular series are to owned by such Holder shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global SecuritySecurity or a nominee thereof.
(e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, acting pursuant to instructions from its direct and deposited with the Securities Registrar, as custodian for such Depositary, or indirect participants or otherwisewith such Depositary, shall instruct for credit by the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities Depositary to the Persons in whose names respective accounts of the beneficial owners of the Securities are so represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be registered. Any endorsement issued in the form of a Global Security to reflect the principal amount thereof, or any increase or decrease other form intended to facilitate book-entry trading in beneficial interests in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Securities.
(f) The Depositary or, if there be one, or its nominee, as the registered owner of a Global Security, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Depository Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositaryinterest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with such the Depositary for all purposes of this Indenture relating to such a Global Security (including the payment of principal, premium, if any, principal and interest and any Additional Amounts with respect to such Global Security thereon and the giving of instructions or directions by or to the beneficial owners of such Global Security beneficial interests therein and the giving of notices) as the sole Holder of such Global the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.
(g) The rights of owners thereof of beneficial interests in a Global Security 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.
(including h) No holder of any direct beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or indirect participants in the Trustee as the owner of such Depositary)Global Security for all purposes whatsoever. None of the Company, the Trustee, Trustee nor any Paying Agent agent of the Company or the Security Registrar shall Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.
Appears in 18 contracts
Samples: Junior Subordinated Indenture (Entegra Financial Corp.), Junior Subordinated Indenture (Ameris Bancorp), Junior Subordinated Indenture (Macon Financial Corp.)
Global Securities. If (a) Upon the Company shall establish pursuant to Section 3.1 that election of the Holder after the Original Issue Date, which election need not be in writing, the Securities of a particular series are to owned by such Holder shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for registered Securities, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to (x) the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to (y) the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for 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 Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global SecuritySecurity or a nominee thereof.
(e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, acting pursuant to instructions from its direct and deposited with the Securities Registrar, as custodian for such Depositary, or indirect participants or otherwisewith such Depositary, shall instruct for credit by the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities Depositary to the Persons in whose names respective accounts of the beneficial owners of the Securities are so represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be registered. Any endorsement issued in the form of a Global Security to reflect the principal amount thereof, or any increase or decrease other form intended to facilitate book-entry trading in beneficial interests in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Securities.
(f) The Depositary or, if there be one, or its nominee, as the registered owner of a Global Security, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Depositary Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositaryinterest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with such the Depositary for all purposes of this Indenture relating to such a Global Security (including the payment of principal, premium, if any, principal and interest and any Additional Amounts with respect to such Global Security thereon and the giving of instructions or directions by or to the beneficial owners of such Global Security beneficial interests therein and the giving of notices) as the sole Holder of such Global the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.
(g) The rights of owners thereof of beneficial interests in a Global Security 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.
(including h) No holder of any direct beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or indirect participants in the Trustee as the owner of such Depositary)Global Security for all purposes whatsoever. None of the Company, the Trustee, Trustee nor any Paying Agent agent of the Company or the Security Registrar shall Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.
Appears in 17 contracts
Samples: Junior Subordinated Indenture (Bresler & Reiner Inc), Junior Subordinated Indenture (Hersha Hospitality Trust), Junior Subordinated Indenture (Northstar Realty)
Global Securities. Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued issuable in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shallas specified as contemplated by Section 3.1, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunderthen, authenticate and deliver such Global Security or Securities, which notwithstanding clause (i) of Section 3.1 and the provisions of Section 3.2, any Global Security shall represent, and shall be denominated in an amount equal to the aggregate principal amount represent such of the Outstanding Securities of such series to as shall be represented by such Global Security or Securities, (ii) specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased reduced or reduced increased, as the case may be, to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereofamount, or any reduction or increase or decrease in such principal the amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in the a Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect theretoOrder. Subject to the provisions of Section 3.3 and, if applicable3.3, Section 3.43.4 and Section 3.5, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in any the applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any Any instructions by the Company with respect to such endorsement or delivery or redelivery of a Global Security contained therein shall be in writing but a Company Order (which need not be accompanied by or contained in an Officers’ Certificate comply with Section 1.3 and need not be accompanied by an Opinion of Counsel). The Depositary or, if there be one, its nominee, provisions of the last sentence of Section 3.3 shall be the Holder of apply to any Security represented by a Global Security for all purposes under this Indenture; if such Security was never issued and beneficial owners with respect sold by the Company and the Company delivers to such the Trustee the Global Security shall hold their interests pursuant to applicable procedures together with a Company Order (which need not comply with Section 1.3 and need not be accompanied by an Opinion of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal Counsel) with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or regard to the beneficial owners of such Global Security reduction or increase, as the sole Holder case may be, in the principal amount of such Global Security and shall have no obligations to Securities represented thereby, together with the beneficial owners thereof (including any direct or indirect participants in such Depositary). None written statement contemplated by the last sentence of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSection 3.3.
Appears in 13 contracts
Samples: Indenture (Sun Communities Inc), Indenture (Sun Communities Operating Limited Partnership), Indenture (Just Energy Group Inc.)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Company is unable to locate a qualified successor, (ii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6(b)(v), or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.6(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof.
(e) The Depositary or its nominee, as the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or agent. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(f) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 12 contracts
Samples: Junior Subordinated Indenture (First Empire Capital Trust I), Junior Subordinated Indenture (First Empire Capital Trust I), Junior Subordinated Indenture (Jeffbanks Inc)
Global Securities. If (a) Upon the Company shall establish pursuant to Section 3.1 that election of the Holder after the Original Issue Date, which election need not be in writing, the Securities of a particular series are to owned by such Holder shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for registered Securities, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for 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 Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global SecuritySecurity or a nominee thereof.
(e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, acting pursuant to instructions from its direct and deposited with the Securities Registrar, as custodian for such Depositary, or indirect participants or otherwisewith such Depositary, shall instruct for credit by the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities Depositary to the Persons in whose names respective accounts of the beneficial owners of the Securities are so represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be registered. Any endorsement issued in the form of a Global Security to reflect the principal amount thereof, or any increase or decrease other form intended to facilitate book-entry trading in beneficial interests in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Securities.
(f) The Depositary or, if there be one, or its nominee, as the registered owner of a Global Security, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Depositary Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositaryinterest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with such the Depositary for all purposes of this Indenture relating to such a Global Security (including the payment of principal, premium, if any, principal and interest and any Additional Amounts with respect to such Global Security thereon and the giving of instructions or directions by or to the beneficial owners of such Global Security beneficial interests therein and the giving of notices) as the sole Holder of such Global the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.
(g) The rights of owners thereof of beneficial interests in a Global Security 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.
(including h) No holder of any direct beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or indirect participants in the Trustee as the owner of such Depositary)Global Security for all purposes whatsoever. None of the Company, the Trustee, Trustee nor any Paying Agent agent of the Company or the Security Registrar shall Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.
Appears in 11 contracts
Samples: Junior Subordinated Indenture (Stifel Financial Corp), Junior Subordinated Indenture (Stifel Financial Corp), Junior Subordinated Indenture (Coastal Banking Co Inc)
Global Securities. If the Company Corporation shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company Corporation shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Corporation Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the CompanyCorporation, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company Corporation that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company Corporation shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company Corporation within 90 days after the Company Corporation receives such notice or becomes aware of such ineligibility, the Company Corporation will execute, and the Trustee, upon receipt of a Company Corporation Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company Corporation may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company Corporation will execute, and the Trustee, upon receipt of a Company Corporation Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company Corporation pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company Corporation and such Depositary. Thereupon the Company Corporation shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company Corporation shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company Corporation and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Corporation Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Corporation Order. If a Company Corporation Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company Corporation with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The CompanyCorporation, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the CompanyCorporation, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 10 contracts
Samples: Indenture (Amerant Bancorp Inc.), Indenture (FNB Corp/Pa/), Indenture (FNB Corp/Pa/)
Global Securities. If (a) Upon the Company shall establish pursuant to Section 3.1 that election of the Holder after the Original Issue Date, which election need not be in writing, the Securities of a particular series are to owned by such Holder shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for registered Securities, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to (x) the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to (y) the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for 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 Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global SecuritySecurity or a nominee thereof.
(e) The Depositary or its nominee, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct as the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement registered owner of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nomineeSecurity, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositaryinterest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with such the Depositary for all purposes of this Indenture relating to such a Global Security (including the payment of principal, premium, if any, principal and interest and any Additional Amounts with respect to such Global Security thereon and the giving of instructions or directions by or to the beneficial owners of such Global Security beneficial interests therein and the giving of notices) as the sole Holder of such Global the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.
(f) The rights of owners thereof of beneficial interests in a Global Security 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.
(including g) No holder of any direct beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or indirect participants in the Trustee as the owner of such Depositary)Global Security for all purposes whatsoever. None of the Company, the Trustee, Trustee nor any Paying Agent agent of the Company or the Security Registrar shall Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.
Appears in 10 contracts
Samples: Junior Subordinated Supplemental Indenture (BRT Realty Trust), Junior Subordinated Indenture (Capital Trust Inc), Subordinated Indenture (Capital Trust Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Each Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit each such Global Security to shall constitute a single Security for all purposes of this Indenture.
(ii) Except for exchanges of Global Securities for definitive, Non-global Securities at the sole discretion of the Company, no Global Security may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of any Person other than the Depositary for such Global Security, Security or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of thereof unless (A) such successor Depositary. If at any time the Depositary for a Global Security notifies (i) has notified the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for (ii) has ceased to be a clearing agency registered as such series shall no longer be eligible or in good standing under the Exchange Act, Act or other applicable statute announces an intention permanently to cease business or regulation, the Company does in fact do so or (B) there shall appoint a successor Depositary have occurred and be continuing an Event of Default with respect to such Global Security. If In such event, if a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for an Officers' Certificate directing the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global SecuritySecurities, will authenticate and deliver Securities of such series deliver, Securities, in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms authorized denominations in an aggregate principal amount equal to the principal amount of such Global Security representing in exchange for such seriesGlobal Security.
(iii) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 3.5, then either (A) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article III, or (B) the aggregate principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security, the Trustee shall, subject to Section 3.5(3) and as otherwise provided in this Article III, authenticate and deliver any Securities representing such series, issuable in exchange for such Global Security (or Securitiesany portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. If Upon the request of the Trustee in connection with the occurrence of any of the events specified by in the preceding paragraph, the Company pursuant shall promptly make available to Section 3.1 with respect to the Trustee a reasonable supply of Securities issued or issuable that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security may surrender or a nominee thereof, in which case such Global Security shall be authenticated and delivered in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall executedefinitive, and the Trustee shall authenticate and deliverfully registered form, without service chargeinterest coupons.
(v) The Depositary or its nominee, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures of such Depositarythe Applicable Procedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner's beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter will be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to or its nominee or its Agent Members and such owners of beneficial interests in a Global Security will not be considered the owners or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsholders thereof.
Appears in 10 contracts
Samples: Indenture (Atmi Inc), Indenture (Exult Inc), Indenture (Extreme Networks Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Company is unable to locate a qualified successor, (ii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6(b)(iii), or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.6(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof.
(e) The Depositary or its nominee, as the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or agent. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(f) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 8 contracts
Samples: Junior Subordinated Indenture (Florida Community Banks Inc), Junior Subordinated Indenture (Southern Community Bancshares Inc /Ga), Junior Subordinated Indenture (MBNK Capital Trust I)
Global Securities. If (a) Upon the Company shall establish pursuant to Section 3.1 that election of the Holder after the Original Issue Date, which election need not be in writing, the Securities of a particular series are to owned by such Holder shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for registered Securities, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for 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 Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global SecuritySecurity or a nominee thereof.
(e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, acting pursuant to instructions from its direct and deposited with the Securities Registrar, as custodian for such Depositary, or indirect participants or otherwisewith such Depositary, shall instruct for credit by the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities Depositary to the Persons in whose names respective accounts of the beneficial owners of the Securities are so represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be registered. Any endorsement issued in the form of a Global Security to reflect the principal amount thereof, or any increase or decrease other form intended to facilitate book-entry trading in beneficial interests in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Securities.
(f) The Depositary or, if there be one, or its nominee, as the registered owner of a Global Security, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositaryinterest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with such the Depositary for all purposes of this Indenture relating to such a Global Security (including the payment of principal, premium, if any, principal and interest and any Additional Amounts with respect to such Global Security thereon and the giving of instructions or directions by or to the beneficial owners of such Global Security beneficial interests therein and the giving of notices) as the sole Holder of such Global the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.
(g) The rights of owners thereof of beneficial interests in a Global Security 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.
(including h) No holder of any direct beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or indirect participants in the Trustee as the owner of such Depositary)Global Security for all purposes whatsoever. None of the Company, the TrusteeGuarantor, the Trustee nor any Paying Agent agent of the Company, the Guarantor or the Security Registrar shall Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.
Appears in 7 contracts
Samples: Junior Subordinated Indenture (Capitalsource Inc), Junior Subordinated Indenture (Mills Corp), Junior Subordinated Indenture (Northstar Realty)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to will represent the aggregate principal amount of the then Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may endorsed thereon and provide that the it represents such aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will then Outstanding Securities, which aggregate principal amount may, from time to time, be issued reduced or increased to and registered in the name of such Person reflect transfers, exchanges, conversions or Persons as are specified purchases by the DepositaryCompany. The Company may at any time and in its sole discretion determine that Only the Securities of any series issued Trustee, or issuable in the form of one or more Global Securities shall no longer be represented by Custodian holding such Global Security or Securities. In any such event for the Company will executeDepository, and at the direction of the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of endorse a Global Security to reflect the principal amount thereof, or of any increase or decrease in such the aggregate principal amount, or changes in amount of the rights of Holders of then Outstanding Securities represented thereby shall be made in such manner thereby, and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be whenever the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect delivers instructions to such the Trustee to increase or decrease the aggregate principal amount of the then Outstanding Securities represented by a Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Companyin accordance with the Indenture and the Applicable Procedures, the Trustee, or the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to Custodian holding such Global Security (including for the payment Depository, at the direction of principalthe Trustee, premium, if any, and interest and any Additional Amounts with respect to will endorse such Global Security and to reflect such increase or decrease in the giving aggregate principal amount of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary)then Outstanding Securities represented thereby. None of the CompanyTrustee, the Trustee, Company or any Paying Agent agent of the Trustee or the Security Registrar shall Company will have any responsibility or bear any liability for any aspect of the records relating to or payments made on account of the ownership of any beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsinterest. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under the Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Security, and Cede & Co., or such other Persons designated by the Depository as its nominee, 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, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of any Holder.
Appears in 7 contracts
Samples: Third Supplemental Indenture (Chimera Investment Corp), Second Supplemental Indenture (Chimera Investment Corp), Third Supplemental Indenture (Mfa Financial, Inc.)
Global Securities. If (a) Upon the Company shall establish pursuant to Section 3.1 that election of the Holder after the Original Issue Date, which election need not be in writing, the Securities of a particular series are to owned by such Holder shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for registered Securities, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered in the name of any Person other than the Depositary for such Global Security or a nominee thereof, unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustee shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to (x) the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to (y) the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for 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 Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee shall upon receipt of a Company Order authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global SecuritySecurity or a nominee thereof.
(e) [Reserved.]
(f) The Depositary or its nominee, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct as the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement registered owner of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nomineeSecurity, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositaryinterest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with such the Depositary for all purposes of this Indenture relating to such a Global Security (including the payment of principal, premium, if any, principal and interest and any Additional Amounts with respect to such Global Security thereon and the giving of instructions or directions by or to the beneficial owners of such Global Security beneficial interests therein and the giving of notices) as the sole Holder of such Global the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.
(g) The rights of owners thereof of beneficial interests in a Global Security 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.
(including h) No holder of any direct beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or indirect participants in the Trustee as the owner of such Depositary)Global Security for all purposes whatsoever. None of the Company, the Trustee, Trustee nor any Paying Agent agent of the Company or the Security Registrar shall Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.
Appears in 6 contracts
Samples: Junior Subordinated Indenture (Anthracite Capital Inc), Junior Subordinated Indenture (Anthracite Capital Inc), Junior Subordinated Indenture (Anthracite Capital Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5Indenture, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a no Global Security expressly permit such Global Security to may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of any Person other than the Depositary for such Global Security, Security or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of thereof unless (i) such successor Depositary. If at any time the Depositary for a Global Security notifies (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered as such under the Exchange Act or announces an intention permanently to cease business or does in fact do so or (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 305, then either (i) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article Three or (ii) the principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security, the Trustee shall, subject to Section 305 and as otherwise provided in this Article Three authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such seriesnominee thereof, in exchange for which case such Global Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons.
(e) The Depositary or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Registered Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures of such Depositarythe Applicable Procedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner's beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter will be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to or its nominee or its Agent Members and such owners of beneficial interests in a Global Security will not be considered the owners or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsholders thereof.
Appears in 6 contracts
Samples: Senior Indenture (Fund American Co Inc/New), Subordinated Indenture (Fund American Co Inc/New), Subordinated Indenture (Fund American Co Inc/New)
Global Securities. If (a) Upon the Company shall establish pursuant to Section 3.1 that election of the Holder after the Original Issue Date, which election need not be in writing, the Securities of a particular series are to owned by such Holder shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global SecuritySecurity or a nominee thereof.
(e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, acting pursuant to instructions from its direct and deposited with the Securities Registrar, as custodian for such Depositary, or indirect participants or otherwisewith such Depositary, shall instruct for credit by the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities Depositary to the Persons in whose names respective accounts of the beneficial owners of the Securities are so represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be registered. Any endorsement issued in the form of a Global Security to reflect the principal amount thereof, or any increase or decrease other form intended to facilitate book-entry trading in beneficial interests in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Securities.
(f) The Depositary or, if there be one, or its nominee, as the registered owner of a Global Security, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Depository Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositaryinterest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with such the Depositary for all purposes of this Indenture relating to such a Global Security (including the payment of principal, premium, if any, principal and interest and any Additional Amounts with respect to such Global Security thereon and the giving of instructions or directions by or to the beneficial owners of such Global Security beneficial interests therein and the giving of notices) as the sole Holder of such Global the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.
(g) The rights of owners thereof of beneficial interests in a Global Security 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.
(including h) No holder of any direct beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or indirect participants in the Trustee as the owner of such Depositary)Global Security for all purposes whatsoever. None of the Company, the Trustee, Trustee nor any Paying Agent agent of the Company or the Security Registrar shall Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.
Appears in 6 contracts
Samples: Junior Subordinated Indenture (American Equity Investment Life Holding Co), Junior Subordinated Indenture (American Equity Investment Life Holding Co), Junior Subordinated Indenture (American Safety Insurance Holdings LTD)
Global Securities. Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued issuable in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shallas specified as contemplated by Section 3.1, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunderthen, authenticate and deliver such Global Security or Securities, which notwithstanding clause (i) of Section 3.1 and the provisions of Section 3.2, any Global Security shall represent, and shall be denominated in an amount equal to the aggregate principal amount represent such of the Outstanding Securities of such series to as shall be represented by such Global Security or Securities, (ii) specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased reduced or reduced increased, as the case may be, to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereofamount, or any reduction or increase or decrease in such principal the amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect theretoa Partnership Order. Subject to the provisions of Section 3.3 and, if applicable3.3, Section 3.43.4 and Section 3.5, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified therein or in or pursuant to any the applicable letter of representations or other arrangement entered into with, or procedures of, Partnership Order. Any instructions by the Depositary Partnership with respect to such endorsement or delivery or redelivery of a Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but a Partnership Order (which need not be accompanied by or contained in an Officers’ Certificate comply with Section 1.3 and need not be accompanied by an Opinion of Counsel). The Depositary or, if there be one, its nominee, provisions of the last sentence of Section 3.3 shall be the Holder of apply to any Security represented by a Global Security for all purposes under this Indenture; if such Security was never issued and beneficial owners with respect sold by the Partnership and the Partnership delivers to such the Trustee the Global Security shall hold their interests pursuant to applicable procedures together with a Partnership Order (which need not comply with Section 1.3 and need not be accompanied by an Opinion of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal Counsel) with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or regard to the beneficial owners of such Global Security reduction or increase, as the sole Holder case may be, in the principal amount of such Global Security and shall have no obligations to Securities represented thereby, together with the beneficial owners thereof (including any direct or indirect participants in such Depositary). None written statement contemplated by the last sentence of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSection 3.3.
Appears in 6 contracts
Samples: Indenture (Sanchez Production Partners LP), Indenture (Sanchez Production Partners LP), Indenture (Cheniere Energy Partners, L.P.)
Global Securities. If (a) Upon the Company shall establish pursuant to Section 3.1 that election of the Holder after the Original Issue Date, which election need not be in writing, the Securities of a particular series are to owned by such Holder shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global SecuritySecurity or a nominee thereof.
(e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, acting pursuant to instructions from its direct and deposited with the Securities Registrar, as custodian for such Depositary, or indirect participants or otherwisewith such Depositary, shall instruct for credit by the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities Depositary to the Persons in whose names respective accounts of the beneficial owners of the Securities are so represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be registered. Any endorsement issued in the form of a Global Security to reflect the principal amount thereof, or any increase or decrease other form intended to facilitate book-entry trading in beneficial interests in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Securities.
(f) The Depositary or, if there be one, or its nominee, as the registered owner of a Global Security, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Depository Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositaryinterest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with such the Depositary for all purposes of this Indenture relating to such a Global Security (including the payment of principal, premium, if any, principal and interest and any Additional Amounts with respect to such Global Security thereon and the giving of instructions or directions by or to the beneficial owners of such Global Security beneficial interests therein and the giving of notices) as the sole Holder of such Global the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.
(g) The rights of owners thereof of beneficial interests in a Global Security 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.
(including h) No holder of any direct beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or indirect participants in the Trustee as the owner of such Depositary)Global Security for all purposes whatsoever. None of the Company, the Trustee, nor any Paying Agent agent of the Company or the Security Registrar shall Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.
Appears in 6 contracts
Samples: Junior Subordinated Indenture (Huntington Bancshares Inc/Md), Junior Subordinated Indenture (Pab Bankshares Inc), Junior Subordinated Indenture (First Citizens Bancshares Inc /De/)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to will represent the aggregate principal amount of the then Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may endorsed thereon and provide that the it represents such aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will then Outstanding Securities, which aggregate principal amount may, from time to time, be issued reduced or increased to and registered in the name of such Person reflect transfers, exchanges, conversions or Persons as are specified purchases by the DepositaryCompany. The Company may at any time and in its sole discretion determine that Only the Securities of any series issued Trustee, or issuable in the form of one or more Global Securities shall no longer be represented by Custodian holding such Global Security or Securities. In any such event for the Company will executeDepository, and at the direction of the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of endorse a Global Security to reflect the principal amount thereof, or of any increase or decrease in such the aggregate principal amount, or changes in amount of the rights of Holders of then Outstanding Securities represented thereby shall be made in such manner thereby, and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be whenever the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect delivers instructions to such the Trustee to increase or decrease the aggregate principal amount of the then Outstanding Securities represented by a Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Companyin accordance with the Indenture and the Applicable Procedures, the Trustee, or the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to Custodian holding such Global Security (including for the payment Depository, at the direction of principalthe Trustee, premium, if any, and interest and any Additional Amounts with respect to will endorse such Global Security and to reflect such increase or decrease in the giving aggregate principal amount of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary)then Outstanding Securities represented thereby. None of the CompanyTrustee, the Trustee, Company or any Paying Agent agent of the Trustee or the Security Registrar shall Company will have any responsibility or bear any liability for any aspect of the records relating to or payments made on account of the ownership of any beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsinterest. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under the Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Security, and Cede & Co. or such other person designated by the Depository as its nominee, 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, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of any Holder.
Appears in 5 contracts
Samples: Fourth Supplemental Indenture (PennyMac Mortgage Investment Trust), First Supplemental Indenture (PennyMac Mortgage Investment Trust), Third Supplemental Indenture (PennyMac Mortgage Investment Trust)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security Security) and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 5 contracts
Samples: Indenture (Umb Financial Corp), Indenture (Umb Financial Corp), Indenture (Umb Financial Corp)
Global Securities. If (a) Upon the Company shall establish pursuant to Section 3.1 that election of the Holder after the Original Issue Date, which election need not be in writing, the Securities of a particular series are to owned by such Holder shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for registered Securities, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustee shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to (x) the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to (y) the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for 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 Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee upon receipt of a Company Order shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsnominee thereof.
Appears in 5 contracts
Samples: Junior Subordinated Indenture (Arbor Realty Trust Inc), Junior Subordinated Indenture (Arbor Realty Trust Inc), Junior Subordinated Indenture (Arbor Realty Trust Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Corporation is unable to locate a qualified successor, (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, or (iii) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6(b)(v), or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time the Depositary for the a nominee thereof.
(e) Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect distributed to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware holders of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Book-Entry Capital Securities of such series (as defined in the form applicable Trust Agreement) upon the dissolution of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will Issuer Trust shall be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable distributed in the form of one or more Global Securities shall no longer be represented by such Global Security registered in the name of a Depositary or Securities. In any such event the Company will executeits nominee, and deposited with the TrusteeSecurities Registrar, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part as custodian for such Global SecurityDepositary, will authenticate and deliver without service charge to each Person specified or with such Depositary, for credit by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount respective accounts of the beneficial owners of the Securities represented thereby (or such Global Security representing such series, or other accounts as they may direct). Securities distributed to holders of Capital Securities other than Book-Entry Capital Securities upon the aggregate principal amount dissolution of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities an Issuer Trust shall not be issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of any other form intended to facilitate book-entry trading in beneficial interests in such Securities.
(f) The Depositary or its nominee, as the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or its Agent Members. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(g) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 5 contracts
Samples: Junior Subordinated Indenture (Banponce Corp), Junior Subordinated Indenture (Compass Trust Ii), Junior Subordinated Indenture (Banponce Trust Ii)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 4 contracts
Samples: Indenture (Axos Financial, Inc.), Indenture (Axos Financial, Inc.), Indenture (Axos Financial, Inc.)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (ia) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms Portions of a Global Security expressly permit such Global Security deposited with the U.S. Depositary pursuant to Section 2.4 shall be exchanged transferred in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or certificated form to the Depositary, or to a successor beneficial owners thereof only if such transfer complies with Section 2.6 of this Indenture and (i) the U.S. Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company Issuer that it is unwilling or unable to continue as the U.S. Depositary for such Global Security or if at any time the such U.S. Depositary for the Securities for such series shall no longer ceases to be eligible or in good standing a "clearing agency" registered under the Exchange Act, or other applicable statute or regulation, the Company shall appoint Act and a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security depositary is not appointed by the Company Issuer within 90 days after the Company receives such notice or becomes aware of such ineligibilitynotice, the Company will execute, or (ii) an Event of Default has occurred and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal is continuing with respect to the Securities and payment of principal amount thereof and interest thereon has been accelerated.
(b) Portions of the any Global Security in exchange for such Global Security. Such Securities will that are transferable to the beneficial owners thereof pursuant to this Section 2.5 shall be issued to and registered in the name of such Person or Persons as are specified surrendered by the Depositary. The Company may U.S. Depositary to the Trustee at any time and in its sole discretion determine that the Securities New York office for registration of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will executetransfer, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or from time to time in part for such Global Securitypart, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service chargeupon such registration of transfer of each portion of such Global Security, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount an equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities of authorized denominations. Any portion of a Global Security whose registration is transferred pursuant to this Section 2.5 shall be executed, authenticated and delivered to Holders thereof. In any exchange provided for only in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities denominations specified in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except attached as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be Exhibit A hereto and registered in such names and in such authorized denominations as the U.S. Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. direct.
(c) Subject to the provisions of Section 3.3 and, if applicable, Section 3.42.4(b) above, the Trustee shall deliver and redeliver registered Holder of any such Global Security in may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the manner and upon instructions given by Securities.
(d) In the Person or Persons event of the occurrence of any of the events specified in or pursuant to any applicable letter paragraph (a) of representations or other arrangement entered into with, or procedures ofthis Section 2.5, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein Issuer shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or promptly make available to the beneficial owners Trustee a reasonable supply of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants certificated Securities in such Depositary). None of the Companydefinitive fully, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsregistered form without interest coupons.
Appears in 4 contracts
Samples: Indenture (NRG Energy Inc), Indenture (NRG Energy Inc), Indenture (NRG Energy Inc)
Global Securities. If the Company shall establish pursuant (a) In connection with Dissolution Event with respect to Section 3.1 that any Citigroup Trust,
(i) the Securities of a particular series are to in non book-entry certificated form held by such Citigroup Trust, or its Institutional Trustee, will be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered presented to the Trustee thereunder, authenticate and deliver by the Institutional Trustee of such Citigroup Trust in exchange for a Global Security or Securities, which (i) shall represent, and shall be denominated in an aggregate principal amount equal to the aggregate principal amount of the Outstanding all outstanding Securities of the series issued to such series Citigroup Trust, to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities Depositary, or its nominee, (iv) shall be and delivered by the Trustee to the Depositary or for crediting to the accounts of its participants pursuant to the Depositary’s instruction instructions of the Regular Trustees of the relevant Citigroup Trust. The Company upon any such presentation shall execute a Global Security in such aggregate principal amount and (v) shall bear a legend deliver the same to the Trustee for authentication and delivery in accordance with the requirements of the Depositarythis Indenture. Notwithstanding Payments on any other provision of this Section or of Section 3.5, except Securities issued as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit will be made to the Depositary; and
(ii) if any Preferred Securities of a Citigroup Trust are held in non book-entry certificated form, the Securities in non book-entry certificated form held by such Global Citigroup Trust, or its Institutional Trustee, may be presented to the Trustee by the Institutional Trustee of such Citigroup Trust and any Preferred Security Certificate which represents Preferred Securities of such Citigroup Trust other than Preferred Securities held by the Depositary or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent Securities presented to the Trustee by such Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be exchanged cancelled and a Security, registered in whole the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in part for individual accordance with this Indenture. On issue of such Securities, a Securities with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled.
(b) A Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5part, only to a another nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, Company or to a nominee of such successor Depositary. .
(c) If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security any series of Securities or if at any time the Depositary for the Securities for such series shall no longer be eligible registered or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If and a successor Depositary for such Global Security series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibilitycondition, as the case may be, the Company will execute, and and, subject to this Article III, the Trustee, upon receipt of a Company Order for written notice from the authentication Company, will authenticate and delivery of deliver the Securities of such series in the definitive registered form of definitive certificates without coupons, in exchange for such Global Securityauthorized denominations, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in In addition, the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such a Global Security or SecuritiesSecurity. In any such event the Company will execute, and subject to Section 3.5, the Trustee, upon receipt of a Company Request for an Officers Certificate evidencing such determination by the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global SecurityCompany, will authenticate and deliver the Securities of such series in definitive registered form without service charge to each Person specified by the Depositary Securities coupons, in the form of definitive certificates of like tenor authorized denominations, and terms in an aggregate principal amount equal to the principal amount of such the Global Security representing for such series, or the aggregate principal amount of such Global Securities representing such series, series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the form of definitive certificates, such Global Security shall be canceled cancelled by the Trustee. Except as provided Such Securities in the immediately preceding subparagraph, Securities definitive registered form issued in exchange for a the Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global SecurityDepositary, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the The Trustee shall deliver such Securities to the Depositary, for delivery to the Persons in whose names the such Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 4 contracts
Samples: Indenture (Citigroup Capital XVIII), Indenture (Citigroup Capital Xii), Indenture (Citigroup Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to continue as a Depositary with respect to such Global Security, and no successor depositary shall have been appointed, or if at any time the Depositary ceases to be a "clearing agency" registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such depositary, (ii) the Company in its sole discretion determines that such Global Security shall be so exchangeable, (iii) there shall have occurred and be continuing an Event of Default or (iv) pursuant to the following sentence. All or any portion of a Global Security may be exchanged for a Security that has a like aggregate principal amount and is not a Global Security upon 20 days' prior request made by the Depositary or its Agent Member to the Securities Registrar.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved by cancellation as provided in this Article III or (ii) the Companyprincipal amount thereof shall be reduced, subject to Section 3.06(b)(iv), or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed increased by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee 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 Security representing such seriesby the Depositary, or accompanied by registration instructions and, to the aggregate principal amount of such Global extent required by Section 3.06, a Restricted Securities representing such seriesCertificate, the Trustee shall, subject to Section 3.05(b) and as otherwise provided in this Article III, authenticate and make available for delivery any Securities issuable in exchange for such Global Security (or Securitiesany portion thereof) in accordance with the instructions of the Depositary. If specified by the Company pursuant to Section 3.1 with respect to Securities issued The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) The Depositary or issuable in the form its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their interests such interest pursuant to applicable the rules and procedures of such the Depositary. The CompanyAccordingly, the Trusteeany such owner's beneficial interests in a Global Security shall be shown only on, the Paying Agent and the Security Registrar transfer of such interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or its Agent Members. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(e) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 4 contracts
Samples: Junior Subordinated Indenture (Southern Financial Capital Trust I), Junior Subordinated Indenture (Highlands Capital Trust I), Junior Subordinated Indenture (Guaranty Capital Trust I)
Global Securities. Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued issuable in whole or in part in the form of one or more Global Securities, then the Company shall execute as specified as contemplated by Section 3.1, then, notwithstanding clause (9) of Section 3.1 and the Trustee shallprovisions of Section 3.2, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such any Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount represent such of the Outstanding Securities of such series to as shall be represented by such Global Security or Securities, (ii) specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased reduced or reduced increased, as the case may be, to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereofamount, or any reduction or increase or decrease in such principal the amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in the a Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect theretoOrder. Subject to the provisions of Section 3.3 andSections 3.3, if applicable, Section 3.43.4 and 3.5, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in any the applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any Any instructions by the Company with respect to such endorsement or delivery or redelivery of a Global Security contained therein shall be in writing but a Company Order (which need not be accompanied by or contained in an Officers’ Certificate comply with Section 1.3 and need not be accompanied by an Opinion of Counsel). The Depositary or, if there be one, its nominee, provisions of the last sentence of Section 3.3 shall be the Holder of apply to any Security represented by a Global Security for all purposes under this Indenture; if such Security was never issued and beneficial owners with respect sold by the Company and the Company delivers to such the Trustee the Global Security shall hold their interests pursuant to applicable procedures together with a Company Order (which need not comply with Section 1.3 and need not be accompanied by an Opinion of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal Counsel) with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or regard to the beneficial owners of such Global Security reduction or increase, as the sole Holder case may be, in the principal amount of such Global Security and shall have no obligations to Securities represented thereby, together with the beneficial owners thereof (including any direct or indirect participants in such Depositary). None written statement contemplated by the last sentence of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSection 3.3.
Appears in 4 contracts
Samples: Indenture (Weatherford International LTD), Indenture (Rowan Companies Inc), Indenture (Frontier Oil Corp /New/)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5Indenture, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a no Global Security expressly permit such Global Security to may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of any Person other than the Depositary for such Global Security, Security or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of thereof unless (i) such successor Depositary. If at any time the Depositary for a Global Security notifies (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered as such under the Exchange Act or announces an intention permanently to cease business or does in fact do so or (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 305, then either (i) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article Three or (ii) the principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security, the Trustee shall, subject to Section 305 and as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such seriesnominee thereof, in exchange for which case such Global Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons.
(e) The Depositary or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Registered Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures of such Depositarythe Applicable Procedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner's beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter will be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to or its nominee or its Agent Members and such owners of beneficial interests in a Global Security will not be considered the owners or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsholders thereof.
Appears in 4 contracts
Samples: Senior Indenture (Clear Channel Communications Inc), Senior Indenture (Eex Corp), Senior Indenture (Heftel Capital Trust Ii)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Company is unable to locate a qualified successor within 90 days of receipt of such notice from the Depositary, (ii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.6(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof.
(e) The Depositary or its nominee, as the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or agent. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(f) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 4 contracts
Samples: Junior Subordinated Indenture (Sman Capital Trust 1), Junior Subordinated Indenture (Gbci Capital Trust Ii), Junior Subordinated Indenture (Allegiant Capital Trust Ii)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of or within a particular series are to be issued issuable in whole or in part in the global form of one or more (each, a "Global SecuritiesSecurity"), then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver any such Global Security or Securities, which (i) may provide that it shall represent, and shall be denominated in an amount equal to represent the aggregate principal or specified amount of the Outstanding Securities of such series from time to be represented by such Global Security or Securities, (ii) time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary exchanges for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registeredcertificated securities. Any endorsement of a Global Security to reflect the principal amount thereofamount, or any increase or decrease in such principal the amount, or changes in the rights of Holders Holders, of Outstanding Securities represented thereby thereby, shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in the Company Order delivered or to be delivered to the Trustee pursuant to Section 3.3 or Section 3.4 with respect thereto3.4. Subject to the provisions of Section 3.3 and3.3, Section 3.4, if applicable, and Section 3.43.5, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in any the applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any Any instructions by the Company with respect to such endorsement or delivery or redelivery of a Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate comply with Section 1.2 hereof and need not be accompanied by an Officers' Certificate or an Opinion of Counsel. The Depositary or, if there be one, its nominee, provisions of the last paragraph of Section 3.3 shall be the Holder of a apply to any Global Security for all purposes under this Indenture; if such Security was never issued and beneficial owners with respect sold by the Company and the Company delivers to such the Trustee the Global Security shall hold their interests pursuant together with written instructions (which need not comply with Section 1.2 hereof and need not be accompanied by an Officers' Certificate or an Opinion of Counsel) with regard to applicable procedures the reduction in the principal amount of such DepositarySecurities represented thereby, together with the written statement contemplated by the last paragraph of Section 3.3. The CompanyNotwithstanding the provisions of Section 2.1 and 3.7, the Trusteeunless otherwise specified as contemplated by Section 3.1, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principalprincipal of, premium, if any, and interest and on any Additional Amounts with respect to such Global Registered Security and the giving of instructions or directions by or in permanent global form shall be made to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsregistered holder thereof.
Appears in 3 contracts
Samples: Subordinated Indenture (Allied Waste Industries Inc), Subordinated Indenture (Allied Waste Industries Inc), Senior Indenture (Allied Waste Industries Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Company is unable to locate a qualified successor, (ii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.6(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof.
(e) The Depositary or its nominee, as the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or agent. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(f) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 3 contracts
Samples: Junior Subordinated Indenture (Aici Capital Trust), Junior Subordinated Indenture (Aici Capital Trust), Junior Subordinated Indenture (First Empire Capital Trust Ii)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued issuable in whole or in part in the form of one or more global form, as specified as contemplated by Section 3.01 (a “Global SecuritiesSecurity”), then the Company shall execute then, notwithstanding Section 3.01 and the Trustee shallprovisions of Section 3.02, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount represent such of the Outstanding Securities of such series to as shall be represented by specified in such Global Security or Securities, (ii) and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be reduced or increased or reduced to reflect exchanges, (iii) shall be registered in exchanges or partial redemptions or increased to reflect the name issuance of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of additional uncertificated Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereofamount, or any increase or decrease in such principal the amount, or changes in the rights of Holders of Outstanding Securities of a series represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in the Company Order delivered or to be delivered to the Trustee pursuant to Section 3.3 or Section 3.4 with respect thereto3.03. Subject to the provisions of Section 3.3 and, if applicable, Section 3.43.03, the Trustee shall deliver and redeliver any such Global Security in the manner and upon written instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in any the applicable Company Order. If a Company Order pursuant to Section 3.3 3.03 has been, or Section 3.4 is so simultaneously is, delivered, any instructions by the Company with respect to such endorsement or delivery or redelivery of a Global Security contained therein shall be in writing but need not be accompanied comply with Section 1.02. Unless otherwise specified as contemplated by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary orSection 3.01 for the Securities evidenced thereby, if there be one, its nominee, shall be the Holder of a every Global Security for all purposes under this Indenture; authenticated and beneficial owners with respect to such Global Security delivered hereunder shall hold their interests pursuant to applicable procedures of such Depositarybear a legend in substantially the following form on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. The CompanyOR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), the TrusteeANY TRANSFER, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principalPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, premiumCEDE & CO., if anyHAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary)BUT NOT IN PART, TO NOMINEES OF CEDE & CO. None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsOR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.06 OF THE INDENTURE.
Appears in 3 contracts
Samples: Indenture (Amvescap PLC/London/), Indenture (INVESCO North American Holdings, Inc.), Indenture (IVZ Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered with respect to the Trustee thereundersuch series, authenticate and deliver such one or more Global Security Securities in temporary or Securities, which permanent form that (i) shall represent, represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding outstanding Securities of such series to be represented by such one or more Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary depositary for such Global Security or Securities or its nomineethe nominee of such depositary, (iviii) shall be delivered by the Trustee to the Depositary such depositary or pursuant to the Depositarysuch depositary’s instruction instruction, and (viv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in accordance whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary”. The Trustee shall deal with the requirements Depositary and its participants as representatives of the DepositaryBeneficial Owners of the Global Securities for purposes of exercising the rights of the Holders hereunder and the rights of the Beneficial Owners of the Global Securities shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary and its participants. Beneficial Owners shall not be entitled to certificates for Global Securities as to which they are the Beneficial Owners. Requests and directions from, and votes of, such representatives shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be and until it is exchanged in whole or in part for individual SecuritiesSecurities in definitive form, a Global Security representing all or a portion of the Securities of a series may not be transferred, in transferred except as a whole but not in part and in by the manner provided in Section 3.5, only Depositary for such series to a nominee of the such Depositary for or by a nominee of such Global Security, Depositary to such Depositary or to the Depositary, another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Global Security selected series or approved by the Company, or to a nominee of such successor Depositary. The Beneficial Owner’s ownership of Securities shall be recorded on the records of a participant of the Depositary that maintains such Beneficial Owner’s account for such purpose and the participant’s record ownership of such Securities shall be recorded on the records of the Depositary. If at any time the Depositary for the Securities of a Global Security series notifies the Company that it is unwilling or unable to continue as the Depositary for the Securities of such Global Security series or if at any time the Depositary for the Securities for such of a series shall no longer be eligible registered or in good standing under the Exchange Act, Act or other applicable statute or regulation, and the Company shall appoint not have appointed a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware Securities of such ineligibilityseries, or if at any time there shall have occurred and be continuing an Event of Default under this Indenture with respect to the Securities of such series, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in the definitive form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person Security or Persons as are specified by the DepositarySecurities. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event event, the Company will execute, and the Trustee, upon receipt of a Company Request Order for the authentication and delivery of definitive Securities in the form of definitive certificates in exchange in whole or in part for such Global Securityseries, will authenticate and deliver without service charge to each Person specified by the Depositary deliver, Securities of such series in the definitive form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such the Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Securityseries, the Depositary for such series of Securities may surrender a Global Security may surrender for such Global Security series of Securities in exchange in whole or in part for Securities of such series in the definitive form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon Thereupon, the Company shall execute, execute and the Trustee shall authenticate and deliver, without service charge, ,
(Ai) to each Person specified by such the Depositary a new Security or Securities of the same series series, of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and Security; and
(Bii) to such the Depositary a new Global Security of like tenor and terms and in an authorized a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificatesform, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 3.11 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the The Trustee shall deliver such Securities to the Persons in whose names the such Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, Neither the Trustee shall deliver and redeliver nor any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of actions taken or not taken by the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsDepositary.
Appears in 3 contracts
Samples: Indenture (McCormick & Co Inc), Indenture (McCormick & Co Inc), Indenture (McCormick & Co Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities a nominee thereof and delivered to such Depository or its nomineea nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(ivb) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5Indenture, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a no Global Security expressly permit such Global Security to may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of any Person other than the Depositary for such Global Security, Security or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of thereof unless (i) such successor Depositary. If at any time the Depositary for a Global Security notifies (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered as such under the Exchange Act or announces an intention permanently to cease business or does in fact do so or (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 305, then either (i) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article Three or (ii) the principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee in accordance with the Applicable 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 Security, the Trustee shall, subject to Section 305 and as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such seriesnominee thereof, in exchange for which case such Global Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons.
(e) The Depositary or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Registered Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures of such Depositarythe Applicable Procedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner's beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter will be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to or its nominee or its Agent Members and such owners of beneficial interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestswill not be considered the owners of holders thereof.
Appears in 3 contracts
Samples: Junior Subordinated Indenture (Fund American Co Inc/New), Junior Subordinated Indenture (Heftel Capital Trust Ii), Junior Subordinated Indenture (Fund American Co Inc/New)
Global Securities. If the Company Issuer shall establish pursuant to Section 3.1 2.01 that the Securities of a particular series are to be issued in whole or in part in the form of one or more as a Global SecuritiesSecurity, then the Company Issuer shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder2.04, authenticate and deliver such deliver, a Global Security or Securities, which that shall (i) shall represent, and shall be denominated issued in an amount a denomination or aggregate denominations equal to the aggregate principal amount of all the Outstanding Securities of such series to be represented by such a Global Security or SecuritiesSecurity, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iviii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (viv) shall bear a legend substantially to the following effect: “Except as otherwise provided in accordance with the requirements Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary. .” Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below2.08, unless the terms Global Security of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security series may be transferred, in whole but not in part and in the manner provided in Section 3.52.08, only to a another nominee of the Depositary for such Global Security, or to the Depositaryseries, or to a successor Depositary for such Global Security series selected or approved by the Company, Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered global security will be limited to Agent Members that have accounts with the Depositary or persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that person is not an Agent Member, on the procedures of the Agent Member through which the person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a Global Security series of the Securities notifies the Company Issuer that it is unwilling or unable to continue as the Depositary for such Global Security series or if at any time the Depositary for the Securities for such series shall no longer be eligible registered or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If and a successor Depositary for such Global Security series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such ineligibilitycondition, as the Company case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the Trustee, upon receipt of a Company Order for Trustee will authenticate and deliver the authentication and delivery of Securities of such series in the definitive registered form of definitive certificates without coupons, in exchange for such Global Securityauthorized denominations, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Such Securities will be issued to and registered in In addition, the name of such Person or Persons as are specified by the Depositary. The Company Issuer may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such a Global Security or Securitiesand that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In any such event the Company Issuer will executeexecute and subject to Section 2.08, and the Trustee, upon receipt of a Company Request for an Officer’s Certificate evidencing such determination by the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global SecurityIssuer, will authenticate and deliver the Securities of such series in definitive registered form without service charge to each Person specified by the Depositary Securities coupons, in the form of definitive certificates of like tenor authorized denominations, and terms in an aggregate principal amount equal to the principal amount of such the Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the form of definitive certificates, such Global Security shall be canceled cancelled by the Trustee. Except as provided Such Securities in the immediately preceding subparagraph, Securities definitive registered form issued in exchange for a the Global Security pursuant to this Section 2.3 2.13 shall be registered in such names and in such authorized denominations as the Depositary for such Global SecurityDepositary, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeTrustee in writing. Provided that the Company The Issuer and the Trustee have so agreed, shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names the such Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 3 contracts
Samples: Indenture (Roper Technologies Inc), Indenture (Roper Industries Inc), Indenture (Roper Industries Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Issuer for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary (A) has notified the Issuer and the Trustee in writing that it is unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered as such under the Exchange Act or announces an intention permanently to cease business or does in fact do so, (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security, or (iii) the Issuer delivers an Officers' Certificate to the Trustee stating that the Issuer has determined not to have all the Securities represented by the Global Security.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Registrar, for exchange or cancellation, as provided in this Article. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual a beneficial interest in any Global Security, in each case as provided in this Article, then either (i) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article, or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Registrar, whereupon the Trustee shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records in accordance with its rules and procedures. Upon any such surrender or adjustment of a Global Security, the Trustee shall as provided in this Article, authenticate and make available for delivery any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed in writing by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Issuer shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article if such order, direction or request is given or made in accordance with the Depositary's rules and procedures.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such registered Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time the a nominee thereof, in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons.
(e) The Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Actits nominee, or other applicable statute or regulation, the Company shall appoint as registered owner of a successor Depositary with respect to such Global Security. If a successor Depositary for , shall be the Holder of such Global Security is not appointed by for all purposes under the Company within 90 days after Indenture and the Company receives Securities, and owners of beneficial interests in a Global Security shall hold such notice or becomes aware of interests pursuant to the Depositary's rules and procedures. Accordingly, any such ineligibility, the Company owner's beneficial interest in a Global Security will executebe shown only on, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities transfer of such series interest shall be effected only through, records maintained by the Depositary or its nominee or its participants and such owners of beneficial interests in a Global Security will not be considered the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal owners or holders thereof. Notices given to the principal amount Holders of the Global Security in exchange for such Global Security. Such Securities will shall be issued deemed given if sent to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and Trustee shall have no obligation to the beneficial owners of the Securities.
(f) Upon the transfer of beneficial interests in its sole discretion determine that a Restricted Global Security under circumstances permitting the removal of the Restricted Securities legend contemplated in Section 2.14 if the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable beneficial interest were not in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company transferred beneficial interest shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified be represented by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for that is not a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Restricted Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 3 contracts
Samples: Indenture (American Tower Corp /Ma/), Indenture (American Tower Corp /Ma/), Indenture (American Tower Corp /Ma/)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Each Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit each such Global Security to shall constitute a single Security for all purposes of this Indenture.
(ii) Except for exchanges of Global Securities for definitive, non-Global Securities at the sole discretion of the Company, no Global Security may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling, unable or no longer qualified to continue as Depositary for the Securities for such series shall no longer Global Security or (ii) has ceased to be eligible or in good standing a clearing agency registered as such under the Exchange Act, Act or other applicable statute announces an intention permanently to cease business or regulation, the Company does in fact do so or (B) there shall appoint a successor Depositary have occurred and be continuing an Event of Default with respect to such Global Security. If In such event, if a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for an Officers' Certificate directing the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global SecuritySecurities, will authenticate and deliver Securities of such series deliver, Securities, in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms authorized denominations in an aggregate principal amount equal to the principal amount of such Global Security representing in exchange for such seriesGlobal Security.
(iii) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 3.5, then either (A) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article III, or (B) the aggregate principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security, the Trustee shall, subject to Section 3.5(3) and as otherwise provided in this Article III, authenticate and deliver any Securities representing such series, issuable in exchange for such Global Security (or Securitiesany portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. If Upon the request of the Trustee in connection with the occurrence of any of the events specified by in the preceding paragraph, the Company pursuant shall promptly make available to Section 3.1 with respect to the Trustee a reasonable supply of Securities issued or issuable that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security may surrender or a nominee thereof, in which case such Global Security shall be authenticated and delivered in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall executedefinitive, and the Trustee shall authenticate and deliverfully registered form, without service chargeinterest coupons.
(v) The Depositary or its nominee, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures of such Depositarythe Applicable Procedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner's beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter will be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to or its nominee or its Agent Members and such owners of beneficial interests in a Global Security will not be considered the owners or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsholders thereof.
Appears in 3 contracts
Samples: Indenture (Anadigics Inc), Indenture (Connetics Corp), Indenture (Teradyne Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to continue as a Depositary with respect to such Global Security, and no successor depositary shall have been appointed, or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act, at a time when the Depositary is required to be so registered to act as such depositary, (ii) the Company in its sole discretion determines that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Security Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Trustee 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 Security representing such seriesby the Depositary, or accompanied by registration instructions and, to the aggregate principal amount of such Global extent required by Section 3.06, a Restricted Securities representing such seriesCertificate, the Trustee shall, subject to Section 3.05(b) and as otherwise provided in this Article III, authenticate and make available for delivery any Securities issuable in exchange for such Global Security (or Securitiesany portion thereof) in accordance with the instructions of the Depositary. If specified by the Company pursuant to Section 3.1 with respect to Securities issued The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) The Depositary or issuable in the form its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their interests such interest pursuant to applicable the rules and procedures of such the Depositary. The CompanyAccordingly, the Trusteeany such owner's beneficial interests in a Global Security shall be shown only on, the Paying Agent and the Security Registrar transfer of such interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or its Agent Members. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or Trustee nor the Security Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(e) The rights of the records relating to or payments made on account of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 3 contracts
Samples: Indenture (Hanover Compressor Capital Trust), Indenture (Carriage Services Inc), Indenture (Continental Airlines Inc /De/)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Company is unable to locate a qualified successor, (ii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6(b)(iii), or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.6(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof.
(e) The Depositary or its nominee, as the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained -29- by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or agent. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(f) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 3 contracts
Samples: Junior Subordinated Indenture (Fidbank Capital Trust I), Junior Subordinated Indenture (Fidbank Capital Trust I), Junior Subordinated Indenture (Fidelity Bancshares Nc Inc /De/)
Global Securities. Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued issuable in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shallas specified as contemplated by Section 3.1, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunderthen, authenticate and deliver such Global Security or Securities, which notwithstanding clause (i) of Section 3.1 and the provisions of Section 3.2, any Global Security shall represent, and shall be denominated in an amount equal to the aggregate principal amount represent such of the Outstanding Securities of such series to as shall be represented by such Global Security or Securities, (ii) specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased reduced or reduced increased, as the case may be, to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereofamount, or any reduction or increase or decrease in such principal the amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in the a Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect theretoOrder. Subject to the provisions of Section 3.3 and, if applicable3.3, Section 3.43.4 and Section 3.5, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in any the applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any Any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by endorsement or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder delivery or redelivery of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositarybe in a Company Order. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None provisions of the Company, the Trustee, last sentence of Section 3.3 shall apply to any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of represented by a Global Security in or pursuant if such Security was never issued and sold by the Company and the Company delivers to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Trustee the Global Security together with a Company Order with regard to the reduction or for maintainingincrease, supervising or reviewing any records relating to such beneficial ownership interestsas the case may be, in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 3.3.
Appears in 3 contracts
Samples: Indenture (TODCO Mexico Inc.), Indenture (TODCO Mexico Inc.), Indenture (El Paso Pipeline Partners Operating Company, L.L.C.)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5Indenture, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a no Global Security expressly permit such Global Security to may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of any Person other than the Depositary for such Global Security, Security or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of thereof unless (i) such successor Depositary. If at any time the Depositary for a Global Security notifies (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered as such under the Exchange Act or announces an intention permanently to cease business or does in fact do so or (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 305, then either (i) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article Three or (ii) the principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security, the Trustee shall, subject to Section 305 and as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such seriesnominee thereof, in exchange for which case such Global Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons.
(e) The Depositary or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Registered Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures of such Depositarythe Applicable Procedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner's beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter will be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to or its nominee or its Agent Members and such owners of beneficial interests in a Global Security will not be considered the owners or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsholders thereof.
Appears in 3 contracts
Samples: Subordinated Indenture (Ccci Capital Trust Iii), Subordinated Indenture (Heftel Capital Trust Ii), Subordinated Indenture (Eex Corp)
Global Securities. If the Company The following provisions shall establish pursuant apply to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such :
(a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the Depositary or pursuant to a nominee thereof or custodian for the Depositary’s instruction Global Securities therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section or of Section 3.5Indenture, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a no Global Security expressly permit such Global Security to may be exchanged in whole or in part for individual SecuritiesPhysical Securities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to name of any Person other than the Depositary or a nominee of thereof unless the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies (x) has notified the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer (y) has ceased to be eligible or in good standing a clearing agency registered under the Exchange Act, or other applicable statute or regulation, the Company shall appoint and a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is depositary has not been appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibilitycalendar days. Any Global Securities exchanged pursuant to this Section 2.09(b) shall be so exchanged in whole and not in part.
(c) In addition, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Physical Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable beneficial interests in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to enforce its rights under the Securities in or this Indenture upon the form occurrence and during the continuance of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, an Event of Default.
(d) Physical Securities issued in exchange for a Global Security or any portion thereof pursuant to this Section 2.3 2.09(b) or Section 2.09(c) shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Securities or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary for such shall designate and shall bear any legends required hereunder. Any Global Securities to be exchanged shall be surrendered by the Depositary to the Trustee, as Registrar; provided that, pending completion of the exchange of a Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that , acting as custodian for the Company and the Trustee have so agreed, the Trustee shall deliver such Global Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, for the Depositary or its nominee with respect to such Global Security or in Securities, shall reduce the Company Order delivered or principal amount thereof by an amount equal to the portion thereof to be delivered pursuant to Section 3.3 so exchanged by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4adjustment, the Trustee shall deliver authenticate and redeliver make available for delivery the Physical Securities issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof.
(e) In the event of the occurrence of any of the events specified in Section 2.09(b) above or upon any request described in Section 2.09(c), the Company will promptly make available to the Trustee a sufficient supply of Physical Securities in definitive, fully registered form, without interest coupons.
(f) Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Securities registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Securities.
(g) At such time as all interests in a Global Security have been repurchased, converted, cancelled or exchanged for Securities in certificated form, such Global Security in the manner and shall, upon instructions given receipt thereof, be canceled by the Person or Persons specified Trustee in or pursuant to any applicable letter of representations or other arrangement entered into with, or accordance with standing procedures of, and instructions existing between the Depositary with respect and the custodian for the Global Security. At any time prior to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary orcancellation, if there be one, its nominee, shall be the Holder of any interest in a Global Security is repurchased, converted, cancelled or exchanged for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The CompanySecurities in certificated form, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners principal amount of such Global Security as shall, in accordance with the sole Holder of standing procedures and instructions existing between the Depositary and the custodian for the Global Security, be appropriately reduced, and an endorsement shall be made on such Global Security and shall have no obligations to Security, by the beneficial owners thereof (including any direct Trustee or indirect participants in such Depositary). None the custodian for the Global Security, at the direction of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to reflect such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsreduction.
Appears in 3 contracts
Samples: Indenture (Viavi Solutions Inc.), Indenture (Viavi Solutions Inc.), Indenture (Viavi Solutions Inc.)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Agreement shall be registered in the name of the Depositary Depository designated by the Company for such Global Security or Securities a nominee thereof and delivered to such Depository or its nomineea nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Agreement.
(ivb) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Agreement, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depository for such Global Security or a nominee thereof unless (a) such Depository advises the Trustee in writing that such Depository is no longer willing or able to properly discharge its responsibilities as Depository with respect to such Global Security, and the Company is unable to locate a qualified successor, (b) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depository, or (c) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depository or its nominee to the Security Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued cancelled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depository or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security representing such seriesby the Depository, or accompanied by registration instructions, the aggregate principal amount of such Global Trustee shall, subject to Section 3.5(b) and as otherwise provided in this Article III, authenticate and make available for delivery any Securities representing such series, issuable in exchange for such Global Security (or Securitiesany portion thereof) in accordance with the instructions of the Depository. If specified by the Company The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III, Section 3.1 with respect to Securities issued 9.6 or issuable 11.6 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depository for such Global Security or a nominee thereof.
(e) The Depository or its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including effected only through, records maintained by the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Depository or its nominee or its Agent Members. Neither the giving of instructions or directions by or to Trustee nor the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depository.
(f) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant shall be exercised only through the Depository and shall be limited to any applicable letter of representations or other arrangement entered into with, or procedures of, those established by law and agreements between such owners and the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsDepository and/or its Agent Members.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Pmi Capital I), Junior Subordinated Indenture (Pmi Group Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Agreement shall be registered in the name of the Depositary Depository designated by the Company for such Global Security or Securities a nominee thereof and delivered to such Depository or its nomineea nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Agreement.
(ivb) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Agreement, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depository for such Global Security or a nominee thereof unless (a) such Depository advises the Trustee in writing that such Depository is no longer willing or able to properly discharge its responsibilities as Depository with respect to such Global Security, and the Company is unable to locate a qualified successor, (b) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depository, (c) there shall have occurred and be continuing an Event of Default or (d) pursuant to the following sentence. All or any portion of a Global Security may be exchanged for a Security that has a like aggregate principal amount and is not a Global Security upon 20 days' prior request made by the Depository or its Agent Member to the Securities Registrar.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depository or its nominee to the Security Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved by cancellation as provided in this Article III or (ii) the Companyprincipal amount thereof shall be reduced, subject to Section 3.6(b)(v), or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed increased by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depository or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security representing such seriesby the Depository, or accompanied by registration instructions, the aggregate principal amount of such Global Trustee shall, subject to Section 3.5(b) and as otherwise provided in this Article III, authenticate and deliver any Securities representing such series, issuable in exchange for such Global Security (or Securitiesany portion thereof) in accordance with the instructions of the Depository. If specified by the Company The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III, Section 3.1 with respect to Securities issued 9.6 or issuable 11.6 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depository for such Global Security or a nominee thereof.
(e) The Depository or its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including effected only through, records maintained by the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Depository or its nominee or its Agent Members. Neither the giving of instructions or directions by or to Trustee nor the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depository.
(f) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant shall be exercised only through the Depository and shall be limited to any applicable letter of representations or other arrangement entered into with, or procedures of, those established by law and agreements between such owners and the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsDepository and/or its Agent Members.
Appears in 2 contracts
Samples: Trust Agreement (Usf&g Corp), Trust Agreement (Usf&g Corp)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Each Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and (v) each such Global Security shall bear constitute a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision single Security for all purposes of this Section or of Section 3.5, except as contemplated by Indenture.
(ii) Subject to the provisions of this Section 2.3 belowSections 3.4 and 3.5, unless the terms of a no Global Security expressly permit such Global Security to may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of any Person other than the Depositary for such Global Security, Security or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of thereof unless (A) such successor Depositary. If at any time the Depositary for a Global Security notifies (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered as such under the Exchange Act or announces an intention permanently to cease business or does in fact do so or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security.
(iii) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 3.5, then either (A) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article III, or (B) the principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security, the Trustee shall, subject to Section 3.5(3) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such seriesnominee thereof, in exchange for which case such Global Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons.
(v) The Depositary or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Registered Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures of such Depositarythe Applicable Procedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner's beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter will be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to or its nominee or its Agent Members and such owners of beneficial interests in a Global Security will not be considered the owners or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsholders thereof.
Appears in 2 contracts
Samples: Indenture (Cirrus Logic Inc), Indenture (Cirrus Logic Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to (a) A Global Security may not be issued transferred, in whole or in part part, to any Person other than the Depositary or a nominee or any successor thereof, and no such transfer to any such other Person may be registered; provided that the foregoing shall not prohibit any transfer of a Security that is issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such exchange for a Global Security or Securities, which (i) shall represent, and but is not itself a Global Security. No transfer of a Security to any Person shall be denominated in an amount equal to effective under this Indenture or the aggregate principal amount of the Outstanding Securities of unless and until such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be has been registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the DepositaryPerson. Notwithstanding any other provision provisions of this Indenture or the Securities, transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.06 and this Section 2.12.
(b) Subject to the succeeding paragraph, every Security shall be subject to the restrictions on transfer provided in the Legend including the delivery of an Opinion of Counsel, if so provided. Whenever any Restricted Security is presented or surrendered for registration of Section 3.5transfer or for exchange for a Security registered in a name other than that of the Holder, except such Security must be accompanied by a certificate in substantially the form set forth in Exhibit B, dated the date of such surrender and signed by the Holder of such Security, as contemplated to compliance with such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Security not so accompanied by a properly completed certificate.
(c) The restrictions imposed by the Legend upon the transferability of any Security shall cease and terminate when such Security has been sold pursuant to an effective registration statement under the Securities Act or transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) or, if earlier, upon the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision). Any Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Security for exchange to the Registrar in accordance with the provisions of this Section 2.3 below2.12 (accompanied, unless in the terms event that such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by an Opinion of Counsel having substantial experience in practice under the Securities Act and otherwise reasonably acceptable to the Company and the Registrar, addressed to the Company and in form acceptable to the Company, to the effect that the transfer of such Security has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the restrictive Legend. The Company shall inform the Trustee of the effective date of any registration statement registering the Securities under the Securities Act. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned Opinion of Counsel or registration statement.
(d) As used in the preceding clause (b) and (c) of this Section 2.12, the term "transfer" encompasses any sale, pledge, transfer, hypothecation or other disposition of any Security.
(e) The provisions of clauses (i), (ii), (iii) and (iv) below shall apply only to Global Securities:
(i) Notwithstanding any other provisions of this Indenture or the Securities, a Global Security expressly permit such Global Security to shall not be exchanged in whole or in part for individual Securities, a Security registered in the name of any Person other than the Depositary or one or more nominees thereof; provided that a Global Security may be transferred, in whole but not in part and exchanged for Securities registered in the manner provided in Section 3.5, only to a nominee names of any Person designated by the Depositary for such Global Security, or to in the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time event that (x) the Depositary for a Global Security notifies has notified the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the such Depositary for the Securities for such series shall no longer has ceased to be eligible or in good standing a "clearing agency" registered under the Exchange Act, or other applicable statute or regulation, the Company shall appoint and a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after days, (y) the Company receives such has provided the Depositary with written notice that it has decided to discontinue use of the system of book-entry transfer through the Depositary or becomes aware any successor Depositary or (z) an Event of such ineligibility, Default has occurred and is continuing with respect to the Company will executeSecurities. Any Global Security exchanged pursuant to clauses (x) or (y) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (z) above may be exchanged in whole or from time to time in part as directed by the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates Depositary. Any Security issued in exchange for such a Global Security or any portion thereof shall be a Global Security, will authenticate and deliver Securities of ; provided that any such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be so issued to and that is registered in the name of such a Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by other than the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a nominee thereof shall not be a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, .
(Aii) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant or any portion thereof shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to this Section 2.3 that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable legends provided for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registeredherein. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease be exchanged in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby whole shall be made surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such manner and by such Person or Persons as Global Security shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into withso surrendered for exchange or, or procedures of, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security or in Security, the Company Order delivered or principal amount thereof shall be reduced, by an amount equal to the portion thereof to be delivered pursuant so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to Section 3.3 or Section 3.4 with respect thereto. upon the order of the Depositary or an authorized representative thereof.
(iii) Subject to the provisions of Section 3.3 andclause (v) below, if applicablethe registered Holder may grant proxies and otherwise authorize any Person, Section 3.4including Agent Members (as defined below) and Persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Securities.
(iv) In the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the Trustee a reasonable supply of Certificated Securities in definitive, fully registered form, without interest coupons.
(v) Neither any members of, or participants in, the Depositary (collectively, the "Agent Members") nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter agent of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to or the Trustee as the absolute owner and holder of such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security whatsoever. Notwithstanding the foregoing, nothing herein shall hold their interests pursuant to applicable procedures of such Depositary. The prevent the Company, the TrusteeTrustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the Paying Agent operation of customary practices of such Persons governing the exercise of the rights of a holder of any Security.
(vi) With respect to any Global Security, the Company, the Registrar and the Security Registrar Trustee shall be entitled to deal with treat the Person in whose name such Depositary Global Security is registered as the absolute owner of such Security for all purposes of this Indenture relating Indenture, and neither the Company, the Registrar nor the Trustee shall have any responsibility or obligation to any Agent Members or other beneficial owners of the Securities represented by such Global Security Security. Without limiting the immediately preceding sentence, neither the Company, the Registrar nor the Trustee shall have any responsibility or obligation with respect to (a) the accuracy of the records of any Depositary or any other Person with respect to any ownership interest in any Global Security, (b) the delivery to any Person, other than a Holder, of any notice with respect to the Securities represented by a Global Security, including any notice of redemption or refunding, (c) the selection of the particular Securities or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of part of the Securities Outstanding or (d) the payment to any Person, other than a Holder, of principalany amount with respect to the principal of, redemption premium, if any, purchase price or interest (including Contingent Interest and interest and any Additional Amounts Liquidated Damages) with respect to such any Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSecurity.
Appears in 2 contracts
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Each Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit each such Global Security to shall constitute a single Security for all purposes of this Indenture.
(ii) Except for exchanges of Global Securities for definitive, Non-Global Securities at the sole discretion of the Company, no Global Security may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof unless (A) such Depositary (x) has notified the Company that it is unwilling, unable or no longer qualified to continue as Depositary for the Securities for such series shall no longer Global Security or (y) has ceased to be eligible or in good standing a clearing agency registered as such under the Exchange Act, Act or other applicable statute announces an intention permanently to cease business or regulation, the Company does in fact do so or (B) there shall appoint a successor Depositary have occurred and be continuing an Event of Default with respect to such Global Security. If In such event, if a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for directing the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global SecuritySecurities, will authenticate and deliver Securities of such series deliver, Securities, in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms authorized denominations in an aggregate principal amount equal to the principal amount of such Global Security representing in exchange for such seriesGlobal Security.
(iii) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 3.5, then either (A) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article III, or (B) the aggregate principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security, the Trustee shall, subject to Section 3.5(3) and as otherwise provided in this Article III, authenticate and deliver any Securities representing such series, issuable in exchange for such Global Security (or Securitiesany portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. If Upon the request of the Trustee in connection with the occurrence of any of the events specified by in the preceding paragraph, the Company pursuant shall promptly make available to Section 3.1 with respect to the Trustee a reasonable supply of Securities issued or issuable that are not in the form of Global Securities. The Trustee shall be entitled to conclusively rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security may surrender or a nominee thereof, in which case such Global Security shall be authenticated and delivered in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall executedefinitive, and the Trustee shall authenticate and deliverfully registered form, without service chargeinterest coupons.
(v) The Depositary or its nominee, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures of such Depositarythe Applicable Procedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner's beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter will be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to or its nominee or its Agent Members and such owners of beneficial interests in a Global Security will not be considered the owners or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsholders thereof.
Appears in 2 contracts
Samples: Indenture (Church & Dwight Co Inc /De/), Indenture (Bowne & Co Inc)
Global Securities. If the Company shall establish (a) Unless otherwise provided pursuant to Section 3.1 3.1, any Global Security of any series shall, if the Depositary permits, (i) be registered in the name of the Depositary for such Global Security or the nominee of such Depositary, (ii) be deposited with, or on behalf of, the Depositary and (iii) bear legends as set forth in Section 2.2; provided, that the Securities are eligible to be in the form of a particular Global Security. 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 such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security. The Securities of any series are to may also be issued in whole or in part in the form of one or more bearer global securities (a “Bearer Global Security”) that will be deposited with a depositary, or with a nominee for such a depositary, as provided pursuant to Section 3.1. Any Bearer Global Security may be issued in temporary or permanent form. The specific terms and procedures, including the specific terms of the depositary arrangement, with respect to any portion of a series of Securities to be represented by one or more Bearer Global Securities will be as provided pursuant to Section 3.1.
(b) Unless otherwise provided pursuant to Section 3.1, transfers of the Global Security of a series shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. Under the circumstances described in this clause (b) below, beneficial owners shall obtain physical securities in the form provided pursuant to Section 3.1 (“Physical Securities”) in exchange for their beneficial interests in a Global Security in accordance with the Depositary’s and the Securities Registrar’s procedures. In connection with the execution, authentication and delivery of such Physical Securities, then the Security Registrar shall reflect on its books and records a decrease in the principal amount of the Global Security equal to the principal amount of such Physical Securities and the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, shall authenticate and deliver such Global Security one or Securitiesmore Physical Securities having an equal aggregate principal amount. Unless otherwise provided pursuant to Section 3.1, which the Securities will be delivered in certificated form if (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series Depositary ceases to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear as a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing clearing agency under the Exchange Act, Act or other applicable statute is not willing or regulation, the Company shall appoint a successor Depositary no longer willing or able to provide securities depository services with respect to such Global Security. If the Securities and a successor Depositary for such Global Security depositary is not appointed by the Company within 90 days after days, (ii) the Company receives such Company, in its sole discretion, so determines or (iii) there shall have occurred an Event of Default or an event which, with the giving of notice or becomes aware lapse of time or both, would constitute an Event of Default with respect to the Securities represented by such ineligibilityGlobal Security and such Event of Default or event continues for a period of 90 days.
(c) In connection with any transfer of a portion of the beneficial interest in a Global Security to a Physical Security pursuant to Subsection (b) of this Section to beneficial owners, the Company will execute, Security Registrar shall reflect on its books and records the Trustee, upon receipt date and a decrease in the principal amount of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms Security in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Security in exchange for such Global Security. Such Securities will to be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will executetransferred, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security one or more Physical Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in amount.
(d) In connection with the Global Security and (B) to such Depositary a new transfer of the entire Global Security of like tenor and terms and in an authorized denomination equal any series to beneficial owners pursuant to Subsection (b) of this Section, a Global Security shall be deemed to be surrendered to the differenceTrustee for cancellation, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in a Global Security, an equal aggregate principal amount of Physical Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount .
(e) The registered holder of a Global Security for Securities in the form of definitive certificatesmay grant proxies and otherwise authorize any person, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraphincluding Agent Members and Persons that may hold interests through Agent Members, Securities issued in exchange for to take any action which a Global Security pursuant Holder is entitled to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes take under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSecurities.
Appears in 2 contracts
Samples: Indenture (Capital Automotive Reit), Indenture (Capital Automotive Reit)
Global Securities. If the Company Issuer shall establish pursuant to Section 3.1 2.01 that the Securities of a particular series are to be issued in whole or in part in the form of one or more as a Global SecuritiesSecurity, then the Company Issuer shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder3.02, authenticate and deliver such deliver, a Global Security or Securities, which that shall (i) shall represent, and shall be denominated issued in an amount a denomination or aggregate denominations equal to the aggregate principal amount of all the Outstanding Securities of such series to be represented by such a Global Security or SecuritiesSecurity, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iviii) shall be delivered held by the Trustee as custodian of the Depositary and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 3.11 of this Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or pursuant to the a successor Depositary or to a nominee of such successor Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. .” Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below3.06, unless the terms Global Security of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security series may be transferred, in whole but not in part and in the manner provided in Section 3.53.06, only to a another nominee of the Depositary for such Global Security, or to the Depositaryseries, or to a successor Depositary for such Global Security series selected or approved by the Company, Issuer or to a nominee of such successor Depositary. If Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under this Indenture. Except as described in this Section 3.11, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under this Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under this Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If, at any time time, either (i) the Depositary for a Global Security series of the Securities notifies the Company Issuer that it is unwilling or unable to continue as the Depositary for such Global Security series or if at any time the Depositary for the Securities for such series shall no longer be eligible registered or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If and a successor Depositary for such Global Security series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such ineligibilitycondition, as the Company case may be, or (ii) an Event of Default with respect to a series of Securities has occurred and is continuing and the Depositary for such series requests the issuance in definitive registered form of any such Securities represented by a Global Security, then this Section 3.11 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 3.06, the Trustee, upon receipt of a Company Order for Trustee will authenticate and deliver the authentication and delivery of Securities of such series in the definitive registered form of definitive certificates without coupons, in exchange for such Global Securityauthorized denominations, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Such Securities will be issued to and registered in In addition, the name of such Person or Persons as are specified by the Depositary. The Company Issuer may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such a Global Security or Securitiesand that the provisions of this Section 3.11 shall no longer apply to the Securities of such series. In any such event the Company Issuer will executeexecute and subject to Section 3.06, and the Trustee, upon receipt of a Company Request for an Officers’ Certificate evidencing such determination by the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global SecurityIssuer, will authenticate and deliver the Securities of such series in definitive registered form without service charge to each Person specified by the Depositary Securities coupons, in the form of definitive certificates of like tenor authorized denominations, and terms in an aggregate principal amount equal to the principal amount of such the Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the form of definitive certificates, such Global Security shall be canceled cancelled by the Trustee. Except as provided Such Securities in the immediately preceding subparagraph, Securities definitive registered form issued in exchange for a the Global Security pursuant to this Section 2.3 3.11 shall be registered in such names and in such authorized denominations as the Depositary for such Global SecurityDepositary, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeTrustee in writing. Provided that the Company The Issuer and the Trustee have so agreed, shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names the such Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, Neither the Trustee shall deliver and redeliver nor any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar Members shall have any responsibility or liability for any aspect of actions taken or not taken by the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsDepositary.
Appears in 2 contracts
Samples: Trust Indenture (Leidos, Inc.), Indenture (Leidos Holdings, Inc.)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to continue as a Depositary with respect to such Global Security, and no successor depositary shall have been appointed, or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act, at a time when the Depositary is required to be so registered to act as such depositary, (ii) the Company in its sole discretion determines that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Security Registrar for exchange or cancelation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancelation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Trustee 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 Security representing such seriesby the Depositary, or accompanied by registration instructions, the aggregate principal amount of such Global Trustee shall, subject to Section 3.05(b) and as otherwise provided in this Article III, authenticate and make available for delivery any Securities representing such series, issuable in exchange for such Global Security (or Securitiesany portion thereof) in accordance with the instructions of the Depositary. If specified by the Company pursuant to Section 3.1 with respect to Securities issued The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) The Depositary or issuable in the form its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their interests such interest pursuant to applicable the rules and procedures of such the Depositary. The CompanyAccordingly, the Trusteeany such owner's beneficial interests in a Global Security shall be shown only on, the Paying Agent and the Security Registrar transfer of such interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or its Agent Members. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or Trustee nor the Security Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(e) The rights of the records relating to or payments made on account of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 2 contracts
Samples: Indenture (Chemed Capital Trust), Indenture (Chemed Corp)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.53.5 , only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.43.4 , the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 2 contracts
Samples: Indenture (Univest Corp of Pennsylvania), Indenture (Univest Corp of Pennsylvania)
Global Securities. If the Company shall establish pursuant to Section 3.1 301 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 303 and the Company Order delivered with respect to the Trustee thereundersuch series, authenticate and deliver such one or more Global Security Securities in temporary or Securities, which permanent form that (i) shall represent, represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding outstanding Securities of such series to be represented by such one or more Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nomineethe nominee of such depositary, (iviii) shall be delivered by the Trustee to the Depositary such depositary or pursuant to the Depositary’s instruction such depositary's instruction, and (viv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in accordance whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor Depositary". The Trustee shall deal with the requirements Depositary and its participants as representatives of the DepositaryBeneficial Owners of the Global Securities for purposes of exercising the rights of the Holders hereunder and the rights of the Beneficial Owners of the Global Securities shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary and its participants. Beneficial Owners shall not be entitled to certificates for Global Securities as to which they are the Beneficial Owners. Requests and directions from, and votes of, such representatives shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below305, unless the terms of a Global Security expressly permit such Global Security to be and until it is exchanged in whole or in part for individual SecuritiesSecurities in definitive form, a Global Security representing all or a portion of the Securities of a series may not be transferred, in transferred except as a whole but not in part and in by the manner provided in Section 3.5, only Depositary for such series to a nominee of the Depositary for such Global Security, depositary or by a nominee of such depositary to the Depositary, such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor Depositary for such Global Security selected series or approved by the Company, or to a nominee of such successor depositary. The Beneficial Owner's ownership of Securities shall be recorded on the records of a participant of the Depositary that maintains such Beneficial Owner's account for such purpose and the participant's record ownership of such Securities shall be recorded on the records of the Depositary. If at any time the Depositary for the Securities of a Global Security series notifies the Company that it is unwilling or unable to continue as the Depositary for the Securities of such Global Security series or if at any time the Depositary for the Securities for such of a series shall no longer be eligible registered or in good standing under the Securities Exchange ActAct of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to the Securities of such Global Securityseries. If a successor Depositary for the Securities of such Global Security series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibilitycondition, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in the definitive form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person Security or Persons as are specified by the DepositarySecurities. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event event, the Company will execute, and the Trustee, upon receipt of a Company Request Order for the authentication and delivery of definitive Securities in the form of definitive certificates in exchange in whole or in part for such Global Securityseries, will authenticate and deliver without service charge to each Person specified by the Depositary deliver, Securities of such series in the definitive form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such the Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 301 with respect to Securities issued or issuable in the form of a Global Securityseries, the Depositary for such series of Securities may surrender a Global Security may surrender for such Global Security series of Securities in exchange in whole or in part for Securities of such series in the definitive form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsThereupon, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificatesdeliver, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.without charge,
Appears in 2 contracts
Samples: Indenture (PHH Corp), Indenture (PHH Corp)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Each Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit each such Global Security to shall constitute a single Security for all purposes of this Indenture.
(ii) Except for exchanges of Global Securities for definitive, Non- global Securities at the sole discretion of the Company, no Global Security may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of any Person other than the Depositary for such Global Security, Security or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of thereof unless (A) such successor Depositary. If at any time the Depositary for a Global Security notifies (i) has notified the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for (ii) has ceased to be a clearing agency registered as such series shall no longer be eligible or in good standing under the Exchange Act, Act or other applicable statute announces an intention permanently to cease business or regulation, the Company does in fact do so or (B) there shall appoint a successor Depositary have occurred and be continuing an Event of Default with respect to such Global Security. If In such event, if a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for an Officers' Certificate directing the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global SecuritySecurities, will authenticate and deliver Securities of such series deliver, Securities, in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms authorized denominations in an aggregate principal amount equal to the principal amount of such Global Security representing in exchange for such seriesGlobal Security.
(iii) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 3.5, then either (A) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article III, or (B) the aggregate principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security, the Trustee shall, subject to Section 3.5(3) and as otherwise provided in this Article III, authenticate and deliver any Securities representing such series, issuable in exchange for such Global Security (or Securitiesany portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. If Upon the request of the Trustee in connection with the occurrence of any of the events specified by in the preceding paragraph, the Company pursuant shall promptly make available to Section 3.1 with respect to the Trustee a reasonable supply of Securities issued or issuable that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security may surrender or a nominee thereof, in which case such Global Security shall be authenticated and delivered in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall executedefinitive, and the Trustee shall authenticate and deliverfully registered form, without service chargeinterest coupons.
(v) The Depositary or its nominee, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures of such Depositarythe Applicable Procedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner's beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter will be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to or its nominee or its Agent Members and such owners of beneficial interests in a Global Security will not be considered the owners or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsholders thereof.
Appears in 2 contracts
Samples: Indenture (Mercury Interactive Corporation), Indenture (Bea Systems Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Each Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vii) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (1) has notified the Company and the Trustee that it is unwilling or unable to continue as Depositary for such Global Security or (2) has ceased to be a clearing agency registered as such under the Exchange Act or announces an intention permanently to cease business or in fact does so, in each case unless a successor Depositary is appointed by the Company, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security, or (C) the Company in its discretion at any time determines not to have all the Securities represented by a Global Security. Any Global Security exchanged pursuant to clause (i) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to clause (ii) or (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; PROVIDED that any such Security so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Security.
(iii) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual a beneficial interest in any Global Security, in each case, as provided in Section 3.05, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security, the Trustee shall, subject to Section 3.05(c) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such seriesnominee thereof, in exchange for which case such Global Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons.
(v) The Depositary or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with effected only through, records maintained by the Depositary or its nominee or its Agent Members and such Depositary for all purposes owners of this Indenture relating to such beneficial interests in a Global Security (including will not be considered the payment of principalowners or holders thereof. Notwithstanding the foregoing, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and nothing herein shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of prevent the Company, the Trustee, Trustee or any Paying Agent agent of the Company or the Security Registrar shall have Trustee from giving effect to any responsibility written certification, proxy or liability for other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any aspect other person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the records relating to or payments made on account of beneficial ownership interests rights of a Global Security in or pursuant to holder of any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSecurity.
Appears in 2 contracts
Samples: Indenture (Affymetrix Inc), Indenture (Affymetrix Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Company is unable to locate a qualified successor, (ii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6(b)(v), or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar or an appropriate notation made on the Global Security, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.6(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof.
(e) The Depositary or its nominee, as the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or agent. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(f) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (United Community Capital Trust), Junior Subordinated Indenture (City Holding Capital Trust Ii)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and (v) each such Global Security shall bear constitute a legend in accordance with the requirements single Security for all purposes of the Depositarythis Indenture. Notwithstanding any other provision of in this Section or of Section 3.5Indenture, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a no Global Security expressly permit such Global Security to may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of any Person other than the Depositary for such Global Security, Security or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of thereof unless (A) such successor Depositary. If at any time the Depositary for a Global Security notifies (i) has notified the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for (ii) has ceased to be a clearing agency registered as such series shall no longer be eligible or in good standing under the Exchange Act, Act or other applicable statute announces an intention permanently to cease business or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice does in fact do so or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security there shall have occurred and be continuing an Event of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts Default with respect to such Global Security and the giving Depositary requests the issuance of instructions definitive securities. If any Global Security is to be exchanged for other Securities or directions cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article 2. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial owners of interest in any Global Security, in each case, as provided in Section 2.09, then either (A) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article 2, or (B) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the sole case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security, the Trustee shall authenticate and make available for delivery any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 2. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article 2 or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof, in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the Indenture and shall have no obligations to the beneficial Registered Securities, and owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of in a Global Security in or shall hold such interests pursuant to the Applicable Procedures. Accordingly, any applicable letter such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to or its nominee or its Agent Members, and such owners of beneficial interests in a Global Security shall not be considered the owners or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsholders thereof.
Appears in 2 contracts
Samples: Indenture (AV Homes, Inc.), Indenture (Avatar Holdings Inc)
Global Securities. If (a) Upon the Company shall establish pursuant to Section 3.1 that election of a Holder after the Original Issue Date other than an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities of a particular series are to Act, which election need not be in writing, the Securities owned by such Holder shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section or of Section 3.5Indenture, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a no Global Security expressly permit such Global Security to may be exchanged in whole or in part for individual definitive, physical Securities, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary for the Securities for such series shall is no longer be eligible willing or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor able to properly discharge its responsibilities as Depositary with respect to such Global Security. If a , and no qualified successor Depositary for such Global Security is not appointed by the Company within 90 ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company receives such notice or becomes aware of such ineligibility, executes and delivers to the Company will execute, and the Trustee, upon receipt of Trustee a Company Order for stating that the authentication Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and delivery be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of such series beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount written identification of the Global Security in exchange owners of beneficial interests furnished by the Depositary, and shall not be liable for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified any delay resulting from a delay by the Depositary. The Company may at any time Upon the issuance of such Securities and the registration in its sole discretion determine that the Securities Register of any series issued or issuable such Securities in the form names of one the Holders of the beneficial interests therein, the Trustee shall recognize such owners of beneficial interests as Holders.
(c) Notwithstanding any provision to the contrary herein, so long as a Global Security remains Outstanding and is held by or more Global Securities shall no longer be represented by such on behalf of the Depositary, transfers of a Global Security or Securities. In any such event the Company will executeinterest therein, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwisepart, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall only be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary accordance with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsArticle III.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Flagstone Reinsurance Holdings LTD), Junior Subordinated Indenture (Flagstone Reinsurance Holdings LTD)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the Depositary or pursuant to a nominee thereof or custodian for the Depositary’s instruction Global Securities therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section or of Section 3.5Indenture, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a no Global Security expressly permit such Global Security to may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to name of any Person other than the Depositary or a nominee of thereof unless:
(i) the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies (A) has notified the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer (B) has ceased to be eligible or in good standing a clearing agency registered under the Exchange Act, or other applicable statute or regulationand in each case, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is depositary has not been appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibilitycalendar days; or
(ii) in accordance with clause (c) below. Any Global Securities exchanged pursuant to this Section 2.09(b) shall be so exchanged in whole and not in part.
(c) In addition, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Physical Securities of such series in the form of definitive certificates shall be issued in exchange for such Global Security, will authenticate and deliver Securities of such series beneficial interests in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to enforce its rights under the Securities in or this Indenture upon the form occurrence and during the continuance of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, an Event of Default.
(d) Securities issued in exchange for a Global Security or any portion thereof pursuant to this Section 2.3 2.09(b) or Section 2.09(c) shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Securities or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary for such shall designate and shall bear any legends required hereunder. Any Global Securities to be exchanged shall be surrendered by the Depositary to the Trustee, as Security Registrar, provided that pending completion of the exchange of a Global Security, the Trustee acting pursuant as custodian for the Global Securities for the Depositary or its nominee with respect to instructions from its direct or indirect participants or otherwisesuch Global Securities, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect reduce the principal amount thereof, or any increase or decrease in such principal amount, or changes in by an amount equal to the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or portion thereof to be delivered pursuant to Section 3.3 so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4adjustment, the Trustee shall deliver authenticate and redeliver make available for delivery the Securities issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof.
(e) In the event of the occurrence of any of the events specified in Section 2.09(b) above or upon any request described in Section 2.09(c), the Company will promptly make available to the Trustee a sufficient supply of Physical Securities in definitive, fully registered form, without interest coupons.
(f) Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Securities registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Securities.
(g) At such time as all interests in a Global Security have been redeemed, repurchased, converted, cancelled or exchanged for Physical Securities, such Global Security in the manner and shall, upon instructions given receipt thereof, be canceled by the Person or Persons specified Trustee in or pursuant to any applicable letter of representations or other arrangement entered into with, or accordance with standing procedures of, and instructions existing between the Depositary with respect and the custodian for the Global Security. At any time prior to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary orcancellation, if there be one, its nominee, shall be the Holder of any interest in a Global Security is redeemed, repurchased, converted, cancelled or exchanged for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The CompanyPhysical Securities, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners principal amount of such Global Security as shall, in accordance with the sole Holder of standing procedures and instructions existing between the Depositary and the custodian for the Global Security, be appropriately reduced, and an endorsement shall be made on such Global Security and shall have no obligations to Security, by the beneficial owners thereof (including any direct Trustee or indirect participants in such Depositary). None the custodian for the Global Security, at the direction of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to reflect such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsreduction.
Appears in 2 contracts
Samples: Indenture (Patriot Coal CORP), Indenture (Power One Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and 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 Security, and no successor is appointed within [90] days of receipt by the Corporation of such notice, (ii) such Depositary has ceased to be a clearing agency registered under the Exchange Act and no successor is appointed by the Corporation within 90 days after such termination, (iii) 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, or (iv) there shall have occurred and be continuing an Event of Default with respect to such Global Security.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time the Depositary for the a nominee thereof.
(e) Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect distributed to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware holders of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Book-Entry Preferred Securities of such series (as defined in the form applicable Trust Agreement) upon the dissolution of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will Issuer Trust shall be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable distributed in the form of one or more Global Securities shall no longer be represented by such Global Security registered in the name of a Depositary or Securities. In any such event the Company will executeits nominee, and deposited with the TrusteeSecurities Registrar, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part as custodian for such Global SecurityDepositary, will authenticate and deliver without service charge to each Person specified or with such Depositary, for credit by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount respective accounts of the beneficial owners of the Securities represented thereby (or such Global Security representing such series, or other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the aggregate principal amount dissolution of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities an Issuer Trust shall not be issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of any other form intended to facilitate book-entry trading in beneficial interests in such Securities.
(f) The Depositary or its nominee, as the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or its Agent Members. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(g) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Everest Re Capital Trust), Junior Subordinated Indenture (Everest Re Group LTD)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Company is unable to locate a qualified successor within 90 days of receipt of such notice from the Depositary, (ii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.6(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof.
(e) The Depositary or its nominee, as the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or agent. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(f) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (American Bancshares Inc \Fl\), Junior Subordinated Indenture (PNC Capital Trust F)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Company is unable to locate a qualified successor, (ii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6, or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.6 and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof.
(e) The Depositary or its nominee, as the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures.Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or its Agent Members. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(f) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Equitable Resources Capital Trust I), Junior Subordinated Indenture (Equitable Resources Capital Trust I)
Global Securities. If the Board of Directors of the Company shall establish pursuant to Section 3.1 that the Securities of a particular series Notes are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, or its agent shall authenticate and deliver such Global Security or Securities, Securities which (i1) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of of, the Outstanding Securities of such series outstanding Notes to be represented by such Global Security or Securities, (ii) may provide that or such portion thereof as the aggregate amount of Outstanding Securities represented thereby may from time Company shall specify in writing to time be increased or reduced to reflect exchangesthe Trustee, (iii2) shall be registered in the name of The Depository Trust Company, New York, New York (including any successor appointed by the Depositary for such Global Security or Securities Company, the "Depositary") or its nominee, (iv3) shall be delivered by the Trustee or its agent to the Depositary or pursuant to the Depositary’s 's instruction and (v4) shall bear a legend in accordance with substantially to the requirements of the Depositaryfollowing effect: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and Beneficial interests in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified credited by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount accounts of such Global Security representing such series, its participants only in denominations of $1,000 or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders integral multiples thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 2 contracts
Samples: Supplemental Indenture (Lennar Corp /New/), Eighth Supplemental Indenture (Lennar Corp /New/)
Global Securities. If the Company shall establish pursuant to Section 3.1 2.01 that the Securities of a particular series are to be issued in whole or in part in the form of one or more as a Global SecuritiesSecurity, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder2.04, authenticate and deliver such deliver, a Global Security or Securities, which that shall (i) shall represent, and shall be denominated issued in an amount a denomination or aggregate denominations equal to the aggregate principal amount of all the Outstanding Securities of such series to be represented by such a Global Security or SecuritiesSecurity, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iviii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (viv) shall bear a legend substantially to the following effect: “Except as otherwise provided in accordance with the requirements Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary. .” Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below2.08, unless the terms Global Security of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security series may be transferred, in whole but not in part and in the manner provided in Section 3.52.08, only to a another nominee of the Depositary for such Global Security, or to the Depositaryseries, or to a successor Depositary for such Global Security series selected or approved by the Company, Company or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members accounts with the respective principal or face amounts of the Securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that person is not an Agent Member, on the procedures of the Agent Member through which the person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Company, the Trustee or any other agent of the Company, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a Global Security series of the Securities notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security series or if at any time the Depositary for the Securities for such series shall no longer be eligible registered or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If and a successor Depositary for such Global Security series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibilitycondition, as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.08, the Trustee, upon receipt of a Company Order for Trustee will authenticate and deliver the authentication and delivery of Securities of such series in the definitive registered form of definitive certificates without coupons, in exchange for such Global Securityauthorized denominations, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Such Securities will be issued to and registered in In addition, the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such a Global Security or Securitiesand that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In any such event the Company will executeexecute and subject to Section 2.08, and the Trustee, upon receipt of a Company Request for an Officers’ Certificate evidencing such determination by the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global SecurityCompany, will authenticate and deliver the Securities of such series in definitive registered form without service charge to each Person specified by the Depositary Securities coupons, in the form of definitive certificates of like tenor authorized denominations, and terms in an aggregate principal amount equal to the principal amount of such the Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the form of definitive certificates, such Global Security shall be canceled cancelled by the Trustee. Except as provided Such Securities in the immediately preceding subparagraph, Securities definitive registered form issued in exchange for a the Global Security pursuant to this Section 2.3 2.13 shall be registered in such names and in such authorized denominations as the Depositary for such Global SecurityDepositary, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeTrustee in writing. Provided that the The Company and the Trustee have so agreed, shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names the such Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 2 contracts
Samples: Indenture (Palo Alto Networks Inc), Indenture (Palo Alto Networks Inc)
Global Securities. (a) If the Company shall establish pursuant to Section 3.1 2.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more as a Global SecuritiesSecurity, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder2.4, authenticate and deliver such deliver, a Global Security or Securities, which that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Securities of such series to be represented by such Global Security or Securitiesseries, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iviii) shall be delivered by the Trustee to the such Depositary or pursuant to the such Depositary’s instruction and (viv) shall bear a legend in accordance with the requirements of the Depositary. legend, if any, as shall be required by such Depository.
(b) Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below2.5, unless the terms Global Security of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security series may be transferred, in whole but not in part and in the manner provided in Section 3.52.5, only to a another nominee of the Depositary for such Global Security, or to the Depositaryseries, or to a successor Depositary for such Global Security series selected or approved by the Company, Company or to a nominee of such successor Depositary. .
(c) If at any time the Depositary for a Global Security series of the Securities notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security series or if at any time the Depositary for the Securities for such series shall no longer be eligible registered or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If and a successor Depositary for such Global Security series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibilitycondition, as the case may be, or if an Event of Default has occurred and is continuing and the Company has received a request from the Depositary, this Section 2.11 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.4, the Trustee, upon receipt of a Company Order for Trustee will authenticate and deliver the authentication and delivery of Securities of such series in the definitive registered form of definitive certificates without coupons, in exchange for such Global Securityauthorized denominations, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Such Securities will be issued to and registered in In addition, the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such a Global Security or Securitiesand that the provisions of this Section 2.11 shall no longer apply to the Securities of such series. In any such event the Company will executeexecute and, and subject to Section 2.4, the Trustee, upon receipt of a Company Request for an Officers’ Certificate evidencing such determination by the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global SecurityCompany, will authenticate and deliver the Securities of such series in definitive registered form without service charge to each Person specified by the Depositary Securities coupons, in the form of definitive certificates of like tenor authorized denominations, and terms in an aggregate principal amount equal to the principal amount of such the Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided Such Securities in the immediately preceding subparagraph, Securities definitive registered form issued in exchange for a the Global Security pursuant to this Section 2.3 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary for such Global SecurityDepositary, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names the such Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 2 contracts
Samples: Indenture (ICO Global Communications (Holdings) LTD), Indenture (ICO Global Communications (Holdings) LTD)
Global Securities. If the Company Issuer shall establish pursuant to Section 3.1 2.01 that the Securities of a particular series are to be issued in whole or in part in the form of one or more as a Global SecuritiesSecurity, then the Company Issuer shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder2.04, authenticate and deliver such deliver, a Global Security or Securities, which that shall (i) shall represent, and shall be denominated issued in an amount a denomination or aggregate denominations equal to the aggregate principal amount of all the Outstanding Securities of such series to be represented by such a Global Security or SecuritiesSecurity, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iii) be delivered to the Trustee as custodian for the Depositary and (iv) shall bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be delivered by the Trustee transferred, in whole but not in part, only to another nominee of the Depositary or pursuant to the a successor Depositary or to a nominee of such successor Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. .” Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below2.08, unless the terms Global Security of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security series may be transferred, in whole but not in part and in the manner provided in Section 3.52.08, only to a another nominee of the Depositary for such Global Security, or to the Depositaryseries, or to a successor Depositary for such Global Security series selected or approved by the Company, Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a Global Security series of the Securities notifies the Company Issuer that it is unwilling or unable to continue as the Depositary for such Global Security series or if at any time the Depositary for the Securities for such series shall no longer be eligible registered or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If and a successor Depositary for such Global Security series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such ineligibilitycondition, as the Company case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the Trustee, upon receipt of a Company Order for Trustee will authenticate and deliver the authentication and delivery of Securities of such series in the definitive registered form of definitive certificates without coupons, in exchange for such Global Securityauthorized denominations, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Such Upon the exchange of the Global Security for such Securities will in definitive registered form without coupons, in authorized denominations, the Global Security shall be issued to and registered in the name of such Person or Persons as are specified cancelled by the DepositaryTrustee. The Company may at any time and in its sole discretion determine that In addition, if an Event of Default with respect to the Securities of any a series issued or issuable in the form has occurred and is continuing and a beneficial owner of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of Security requests that its beneficial interest therein be issued as a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global certificated Security, the Issuer will execute and, subject to Section 2.08, the Trustee will authenticate and deliver Securities of such series in definitive registered form without service charge to each Person specified by the Depositary Securities coupons, in the form of definitive certificates of like tenor authorized denominations, and terms in an aggregate principal amount equal to the principal amount of such the Global Security representing such series, or the aggregate principal amount of such Global Securities representing series corresponding to such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Personbeneficial owner’s beneficial interest in the such Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereofSecurity. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the definitive registered form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a all or part of the Global Security pursuant to this Section 2.3 2.13 shall be registered in such names and in such authorized denominations as the Depositary for such Global SecurityDepositary, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeTrustee in writing. Provided that the Company The Issuer and the Trustee have so agreed, shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names the such Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 2 contracts
Samples: Subordinated Indenture (Affymetrix Inc), Indenture (Affymetrix Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security Security) and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 2 contracts
Samples: Indenture (Umb Financial Corp), Indenture (Umb Financial Corp)
Global Securities. If the Company Issuer shall establish pursuant to Section 3.1 2.01 that the Securities of a particular series are to be issued in whole or in part in the form of one or more as a Global SecuritiesSecurity, then the Company Issuer shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder2.04, authenticate and deliver such deliver, a Global Security or Securities, which that shall (i) shall represent, and shall be denominated issued in an amount a denomination or aggregate denominations equal to the aggregate principal amount of all the Outstanding Securities of such series to be represented by such a Global Security or SecuritiesSecurity, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iviii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (viv) shall bear a legend substantially to the following effect: “Except as otherwise provided in accordance with the requirements Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary. .” Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below2.08, unless the terms Global Security of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security series may be transferred, in whole but not in part and in the manner provided in Section 3.52.08, only to a another nominee of the Depositary for such Global Security, or to the Depositaryseries, or to a successor Depositary for such Global Security series selected or approved by the Company, Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a Global Security series of the Securities notifies the Company Issuer that it is unwilling or unable to continue as the Depositary for such Global Security series or if at any time the Depositary for the Securities for such series shall no longer be eligible registered or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If and a successor Depositary for such Global Security series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such ineligibilitycondition, as the Company case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the Trustee, upon receipt of a Company Order for Trustee will authenticate and deliver the authentication and delivery of Securities of such series in the definitive registered form of definitive certificates without coupons, in exchange for such Global Securityauthorized denominations, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Such Securities will be issued to and registered in In addition, the name of such Person or Persons as are specified by the Depositary. The Company Issuer may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such a Global Security or Securitiesand that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In any such event the Company Issuer will executeexecute and subject to Section 2.08, and the Trustee, upon receipt of a Company Request for an Officer’s Certificate evidencing such determination by the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global SecurityIssuer, will authenticate and deliver the Securities of such series in definitive registered form without service charge to each Person specified by the Depositary Securities coupons, in the form of definitive certificates of like tenor authorized denominations, and terms in an aggregate principal amount equal to the principal amount of such the Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the form of definitive certificates, such Global Security shall be canceled cancelled by the Trustee. Except as provided Such Securities in the immediately preceding subparagraph, Securities definitive registered form issued in exchange for a the Global Security pursuant to this Section 2.3 2.13 shall be registered in such names and in such authorized denominations as the Depositary for such Global SecurityDepositary, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeTrustee in writing. Provided that the Company The Issuer and the Trustee have so agreed, shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names the such Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 2 contracts
Samples: Indenture (Adobe Systems Inc), Indenture (Adobe Systems Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section or of Section 3.5Indenture, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a no Global Security expressly permit such Global Security to may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of any Person other than the Depositary for such Global Security, Security or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of thereof unless (i) such successor Depositary. If at any time the Depositary for a Global Security notifies (A) has notified the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for (B) has ceased to be a clearing agency registered as such series shall no longer be eligible or in good standing under the Exchange ActAct and, or other applicable statute or regulationin either case, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice days, (ii) there shall have occurred and be continuing a Default or becomes aware Event of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal Default with respect to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event (iii) the Company will executeexecutes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Securities in certificated form and that all Global Securities shall be exchanged in whole for Securities that are not Global Securities (in which case such exchange shall be effected by the Trustee).
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, and it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, upon receipt of a Company Request as Security Registrar, for the authentication and delivery of exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in the form of definitive certificates in exchange part, or if another Security is to be exchanged in whole or in part for such a beneficial interest in any Global Security, will authenticate and deliver without service charge to each Person specified by then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount 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 other Security to be exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security representing such seriesSecurity, or the aggregate principal amount of such Global Trustee shall, subject to Section 3.05(b) and as otherwise provided in this Article III, authenticate and deliver any Securities representing such series, issuable in exchange for such Global Security (or Securitiesany portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. If Upon the request of the Trustee in connection with the occurrence of any of the events specified by in the preceding paragraph, the Company pursuant shall promptly make available to Section 3.1 with respect to the Trustee a reasonable supply of Securities issued or issuable that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III, Section 9.06, 10.13, 10.15 or 11.08 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms a nominee thereof.
(e) The Depositary or its nominee, as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures of such Depositarythe Applicable Procedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner’s beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter shall be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to such Global Security or for maintaining, supervising its nominee or reviewing any records relating to such beneficial ownership interestsits Agent Members.
Appears in 2 contracts
Samples: Indenture (Texas Unwired), Indenture (Texas Unwired)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Corporation is unable to locate a qualified successor, (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, or (iii) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6(b)(v), or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time the Depositary for the a nominee thereof.
(e) Securities for such series shall no longer be eligible distributed to holders of Book-Entry Preferred Securities or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Book-Entry Capital Securities of such series (each as defined in the form applicable Trust Agreement) upon the dissolution of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will Issuer Trust shall be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable distributed in the form of one or more Global Securities shall no longer be represented by such Global Security registered in the name of a Depositary or Securities. In any such event the Company will executeits nominee, and deposited with the TrusteeSecurities Registrar, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part as custodian for such Global SecurityDepositary, will authenticate and deliver without service charge to each Person specified or with such Depositary, for credit by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount respective accounts of the beneficial owners of the Securities represented thereby (or such Global Security representing such series, or other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the aggregate principal amount dissolution of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities an Issuer Trust shall not be issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of any other form intended to facilitate book-entry trading in beneficial interests in such Securities.
(f) The Depositary or its nominee, as the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or its Agent Members. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(g) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Dime Bancorp Inc), Junior Subordinated Indenture (Dime Capital Trust Ii)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to continue as a Depositary with respect to such Global Security, and no successor depositary shall have been appointed, or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act, at a time when the Depositary is required to be so registered to act as such depositary, (ii) the Company in its sole discretion determines that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Security Registrar for exchange or cancelation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancelation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Trustee 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 Security representing such seriesby the Depositary, or accompanied by registration instructions, the aggregate principal amount of such Global Trustee shall, subject to Section 3.05(b) and as otherwise provided in this Article III, authenticate and make available for delivery any Securities representing such series, issuable in exchange for such Global Security (or Securitiesany portion thereof) in 33 33 accordance with the instructions of the Depositary. If specified by the Company pursuant to Section 3.1 with respect to Securities issued The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) The Depositary or issuable in the form its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their interests such interest pursuant to applicable the rules and procedures of such the Depositary. The CompanyAccordingly, the Trusteeany such owner's beneficial interests in a Global Security shall be shown only on, the Paying Agent and the Security Registrar transfer of such interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or its Agent Members. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or Trustee nor the Security Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(e) The rights of the records relating to or payments made on account of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 2 contracts
Samples: Indenture (Chemed Capital Trust), Indenture (Chemed Corp)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5Indenture, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a no Global Security expressly permit such Global Security to may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of any Person other than the Depositary for such Global Security, Security or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of thereof unless (i) such successor Depositary. If at any time the Depositary for a Global Security notifies (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered as such under the Exchange Act or announces an intention permanently to cease business or does in fact do so or (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancelation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 305, then either (i) such Global Security shall be so surrendered for exchange or cancelation, as provided in this Article Three or (ii) the principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the applicable 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 Security, the Trustee shall, subject to Section 305 and as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the applicable procedures.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such seriesnominee thereof, in exchange for which case such Global Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons.
(e) The Depositary or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Registered Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to the applicable procedures of such Depositaryprocedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner's beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter will be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to or its nominee or its agent members and such owners of beneficial interests in a Global Security will not be considered the owners or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsholders thereof.
Appears in 2 contracts
Samples: Senior Indenture (Teligent Inc), Subordinated Indenture (Teligent Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Company is unable to locate a qualified successor, (ii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article II. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6(b)(v), or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.6(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof.
(e) The Depositary or its nominee, as the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or agent. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(f) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Broad National Bancorporation), Junior Subordinated Indenture (BNB Capital Trust)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of or within a particular series are to be issued in whole or in part in the form of one or more issuable as Global Securities, then the Company as specified as contemplated by Section 3.01, then, notwithstanding clause (10) of Section 3.01, any such Security shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver represent such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to as shall be represented by such Global Security or Securities, (ii) specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or reduced decreased to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereofamount, or any increase or decrease in such principal the amount, or changes in the rights of Holders Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in the Company Order delivered or to be delivered to the Trustee pursuant to Section 3.3 3.03 or Section 3.4 with respect thereto3.04. Subject to the provisions of Section 3.3 3.03 and, if applicable, Section 3.43.04, the Trustee shall deliver and redeliver any such permanent Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in any the applicable Company Order. If a Company Order pursuant to Section 3.3 3.03 or Section 3.4 is so 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to such endorsement or delivery or redelivery of a Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, provisions of the last sentence of Section 3.03 shall be the Holder of apply to any Security represented by a Global Security for all purposes under this Indenture; if such Security was never issued and beneficial owners with respect sold by the Company and the Company delivers to such the Trustee the Global Security shall hold their interests pursuant together with written instructions (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to applicable procedures the reduction in the principal amount of such DepositarySecurities represented thereby, together with the written statement contemplated by the last sentence of Section 3.03. The CompanyNotwithstanding the provisions of Section 3.07, the Trusteeunless otherwise specified as contemplated by Section 3.01, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, principal of (and premium, if any) and interest, and interest and if any, on any Additional Amounts with respect to such permanent Global Security and the giving of instructions or directions by or shall be made to the beneficial owners Person or Persons specified therein. Notwithstanding the provisions of such Global Security Section 3.09 and except as provided in the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of preceding paragraph, the Company, the Trustee, Trustee and any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect agent of the records relating to or payments made on account Company and the Trustee shall treat as the Holder of beneficial ownership interests such principal amount of Outstanding Securities represented by a permanent Global Security (i) in the case of a permanent Global Security in or pursuant to any applicable letter registered form, the Holder of representations or other arrangement entered into withsuch permanent Global Security in registered form, or procedures of, (ii) in the Depositary with respect to such case of a permanent Global Security in bearer form, Euroclear or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsClearstream International.
Appears in 2 contracts
Samples: Indenture (Celestica Inc), Indenture (Celestica Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to continue as a Depositary with respect to such Global Security, and no successor depositary shall have been appointed, or if at any time the Depositary ceases to be a "clearing agency" registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such depositary, (ii) the Company in its sole discretion determines that such Global Security shall be so exchangeable, (iii) there shall have occurred and be continuing an Event of Default or (iv) pursuant to the following sentence. All or any portion of a Global Security may be exchanged for a Security that has a like aggregate principal amount and is not a Global Security upon 20 days' prior request made by the Depositary or is Agent Member to the Securities Registrar.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved by cancellation as provided in this Article III or (ii) the Companyprincipal amount thereof shall be reduced, subject to Section 3.06(b)(iv), or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed increased by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee 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 Security representing such seriesby the Depositary, or accompanied by registration instructions and, to the aggregate principal amount of such Global extent required by section 3.06, a Restricted Securities representing such seriesCertificate, the Trustee shall, subject to Section 3.05 (b) and as otherwise provided in this Article III, authenticate and make available for delivery any Securities issuable in exchange for such Global Security (or Securitiesany portion thereof) in accordance with the instructions of the Depositary. If specified by the Company pursuant to Section 3.1 with respect to Securities issued The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) The Depositary or issuable in the form its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their interests such interest pursuant to applicable the rules and procedures of such the Depositary. The CompanyAccordingly, the Trusteeany such owners of beneficial interests in a Global Security shall be shown only on, the Paying Agent and the Security Registrar transfer of such interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or its Agent Members. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(e) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Commonwealth Bankshares Inc), Junior Subordinated Indenture (Commonwealth Bankshares Inc)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary Depository designated by the Company for such Global Security or Securities a nominee thereof and delivered to such Depository or its nomineea nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(ivb) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section or of Section 3.5Indenture, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a no Global Security expressly permit such Global Security to may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of any Person other than the Depositary for such Global Security, or to the Depositary, or to a successor Depositary Depository for such Global Security selected or approved by the Company, or to a nominee of thereof unless (i) such successor Depositary. If at any time the Depositary for a Global Security notifies Depository (A) has notified the Company that it is unwilling or unable to continue as the Depositary Depository for such Global Security or if at any time the Depositary for the Securities for (B) has ceased to be a clearing agency registered as such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company (ii) there shall appoint a successor Depositary have occurred and be continuing an Event of Default with respect to such Global Security, (iii) the Company executes and delivers to the Trustee a Company Order stating that all Global Securities shall be exchanged in whole for Securities that are not Global Securities (in which case such exchange shall be effected by the Trustee) or (iv) pursuant to the following sentence. Subject to any other applicable provisions hereof, all or any portion of a Global Security may be exchanged for a Security that has a like aggregate principal amount and is not a Global Security, upon 20 days' prior request made by the Depository or its authorized representative to the Trustee.
(c) If a successor Depositary for such any Global Security is not appointed to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Company within 90 days after the Company receives such notice Depository or becomes aware of such ineligibility, the Company will execute, and its nominee to the Trustee, upon receipt of a Company Order as Security Registrar, for the authentication and delivery of Securities of such series exchange or cancellation as provided in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the this Article Three. If any Global Security is to be exchanged for other Securities or cancelled in exchange for such Global Security. Such Securities will part, or if another Security is to be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange exchanged in whole or in part for such a beneficial interest in any Global Security, will authenticate and deliver without service charge to each Person specified by then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article Three or (ii) the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depository or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security representing such seriesSecurity, or the aggregate principal amount of such Global Trustee shall, subject to Section 3.05(b) and as otherwise provided in this Article Three, authenticate and deliver any Securities representing such series, issuable in exchange for such Global Security (or Securitiesany portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depository or its authorized representative. If Upon the request of the Trustee in connection with the occurrence of any of the events specified by in the preceding paragraph, the Company pursuant shall promptly make available to Section 3.1 with respect to the Trustee a reasonable supply of Securities issued or issuable that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depository or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Three, Section 9.06, 10.14 or 10.16 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the Depositary name of a Person other than the Depository for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms a nominee thereof.
(e) The Depository or its nominee, as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures of such Depositarythe Applicable Procedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner's beneficial ownership interests of interest in a Global Security in will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depository or pursuant to any applicable letter of representations its nominee or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsits Agent Members.
Appears in 2 contracts
Samples: Indenture (Millicom International Cellular Sa), Indenture (Millicom International Cellular Sa)
Global Securities. If (a) Upon the election of the Company shall establish pursuant prior to Section 3.1 that the Original Issue Date, which election need not be in writing, the Securities of a particular series are to shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within 90 days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within 90 days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing an Event of Default. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities, the Trustees shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global SecuritySecurity or a nominee thereof.
(e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, acting pursuant to instructions from its direct and deposited with the Securities Registrar, as custodian for such Depositary, or indirect participants or otherwisewith such Depositary, shall instruct for credit by the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities Depositary to the Persons in whose names respective accounts of the beneficial owners of the Securities are so represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of an Trust shall not be registered. Any endorsement issued in the form of a Global Security to reflect the principal amount thereof, or any increase or decrease other form intended to facilitate book-entry trading in beneficial interests in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Securities.
(f) The Depositary or, if there be one, or its nominee, as the registered owner of a Global Security, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Depository Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositaryinterest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with such the Depositary for all purposes of this Indenture relating to such a Global Security (including the payment of principal, premium, if any, principal and interest and any Additional Amounts with respect to such Global Security thereon and the giving of instructions or directions by or to the beneficial owners of such Global Security beneficial interests therein and the giving of notices) as the sole Holder of such Global the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.
(g) The rights of owners thereof of beneficial interests in a Global Security 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.
(including h) No holder of any direct beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or indirect participants in the Trustee as the owner of such Depositary)Global Security for all purposes whatsoever. None of the Company, the Trustee, Trustee nor any Paying Agent agent of the Company or the Security Registrar shall Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Bnccorp Inc), Junior Subordinated Indenture (Vib Corp)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Company is unable to locate a qualified successor, (ii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6(b)(v), or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time the Depositary for the a nominee thereof.
(e) Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect distributed to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware holders of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Book-Entry Capital Securities of such series (as defined in the form applicable Trust Agreement) upon the dissolution of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will Issuer Trust shall be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable distributed in the form of one or more Global Securities shall no longer be represented by such Global Security registered in the name of a Depositary or Securities. In any such event the Company will executeits nominee, and deposited with the TrusteeSecurities Registrar, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part as custodian for such Global SecurityDepositary, will authenticate and deliver without service charge to each Person specified or with such Depositary, for credit by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount respective accounts of the beneficial owners of the Securities represented thereby (or such Global Security representing such series, or other accounts as they may direct). Securities distributed to holders of Capital Securities other than Book-Entry Capital Securities upon the aggregate principal amount dissolution of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities an Issuer Trust shall not be issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of any other form intended to facilitate book-entry trading in beneficial interests in such Securities.
(f) The Depositary or its nominee, as the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or its Agent Members. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(g) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Seacoast Financial Services Corp), Junior Subordinated Indenture (Seacoast Financial Services Corp)
Global Securities. Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued issuable in whole or in part in the form of one or more Global Securities, then the Company shall execute as specified as contemplated by Section 301, then, notwithstanding clause (9) of Section 301 and the Trustee shallprovisions of Section 302, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such any Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount represent such of the Outstanding Securities of such series to as shall be represented by such Global Security or Securities, (ii) specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased reduced or reduced increased, as the case may be, to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereofamount, or any reduction or increase or decrease in such principal the amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect theretoa Partnership Order. Subject to the provisions of Section 3.3 andSections 303, if applicable, Section 3.4304 and 305, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified therein or in or pursuant to any the applicable letter of representations or other arrangement entered into with, or procedures of, Partnership Order. Any instructions by the Depositary Partnership with respect to such endorsement or delivery or redelivery of a Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but a Partnership Order (which need not be accompanied by or contained in an Officers’ Certificate comply with Section 102 and need not be accompanied by an Opinion of Counsel). The Depositary or, if there be one, its nominee, provisions of the last sentence of Section 303 shall be the Holder of apply to any Security represented by a Global Security for all purposes under this Indenture; if such Security was never issued and beneficial owners with respect sold by the Partnership and the Partnership delivers to such the Trustee the Global Security shall hold their interests pursuant to applicable procedures together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal Counsel) with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or regard to the beneficial owners of such Global Security reduction or increase, as the sole Holder case may be, in the principal amount of such Global Security and shall have no obligations to Securities represented thereby, together with the beneficial owners thereof (including any direct or indirect participants in such Depositary). None written statement contemplated by the last sentence of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSection 303.
Appears in 2 contracts
Samples: Indenture (NuStar Energy L.P.), Indenture (NuStar Pipeline Operating Partnership L.P.)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (a) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Company is unable to locate a qualified successor, (b) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, (c) there shall have occurred and be continuing an Event of Default or (d) pursuant to the following sentence. All or any portion of a Global Security may be exchanged for a Security that has a like aggregate principal amount and is not a Global Security upon 20 days' prior request made by the Depositary or its Agent Member to the Securities Registrar.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved by cancellation as provided in this Article III or (ii) the Companyprincipal amount thereof shall be reduced, subject to Section 3.06(b)(iv), or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed increased by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee 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 Security representing such seriesby the Depositary, or accompanied by registration instructions and, to the aggregate principal amount of such Global extent required by Section 3.06, a Restricted Securities representing such seriesCertificate, the Trustee shall, subject to Section 3.05(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or Securitiesany portion thereof) in accordance with the instructions of the Depositary. If specified by the Company pursuant to Section 3.1 with respect to Securities issued The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) The Depositary or issuable in the form its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their interests such interest pursuant to applicable the rules and procedures of such the Depositary. The CompanyAccordingly, the Trusteeany such owner's beneficial interests in a Global Security shall be shown only on, the Paying Agent and the Security Registrar transfer of such interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or its Agent Members. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(e) The rights of the records relating to or payments made on account of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Usb Holding Co Inc), Junior Subordinated Indenture (Usb Holding Co Inc)
Global Securities. If the Company shall establish Unless otherwise provided in or pursuant to Section 3.1 that this Indenture or any Securities, the Securities of a particular series are to shall be issued in whole global form. Any such Security may provide that it or in part in the form any number of one or more Global Securities, then the Company such Securities shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to represent the aggregate principal amount of the all Outstanding Securities of such series (or such lessor amount as is permitted by the terms thereof) from time to be represented by such Global Security or Securities, (ii) time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global any Security in global form to reflect the principal amount thereofamount, or any increase or decrease in such principal the amount, or changes in the rights of Holders Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in the Company Order delivered or to be delivered pursuant to Section 3.3 3.03 or Section 3.4 3.04 with respect thereto. Subject to the provisions of Section 3.3 3.03 and, if applicable, Section 3.43.04, the Trustee shall deliver and redeliver any such Global Security in permanent global form in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security therein or in any the applicable Company Order. If a Company Order pursuant to Section 3.3 3.03 or Section 3.4 is so 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to such Global a Security contained therein in global form shall be in writing but need not be accompanied by or contained in an Officers’ Officer's Certificate and need not be accompanied by an Opinion of Counsel. The Depositary orNotwithstanding the provisions of Section 3.07, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests unless otherwise specified in or pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the or any Securities, payment of principalprincipal of, premium, if any, any premium and interest on, and any Additional Amounts with in respect to such Global of, any Security and the giving of instructions or directions by or in global form shall be made to the beneficial owners Person specified therein. Notwithstanding the provisions of such Global Security Section 3.08 and except as provided in the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of preceding paragraph, the Company, the Trustee, Trustee and any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect agent of the records relating to or payments made on account Company and the Trustee shall treat as the Holder, the holder of beneficial ownership interests of such global Security in registered form. Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or pursuant a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depository to any applicable letter a nominee of representations the Depository or other arrangement entered into with, by a nominee of the Depository to the Depository or procedures of, another nominee of the Depositary with respect to Depository) may be registered except in such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestslimited circumstances."
Appears in 2 contracts
Samples: Trust Indenture (Federal Express Corp), Trust Indenture (Thomas & Betts Corp)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no successor is appointed by the Company within 90 days of receipt by the Company of such notice, (ii) such Depositary has ceased to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within 90 days after such termination, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, or (iv) there shall have occurred and be continuing an Event of Default with respect to such Global Security.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article Three. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 305(b) and as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 906 or 1106 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time the Depositary for the a nominee thereof.
(e) Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect distributed to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware holders of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Book-Entry Preferred Securities of such series (as defined in the form applicable Trust Agreement) upon the dissolution of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will Issuer Trust shall be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable distributed in the form of one or more Global Securities shall no longer be represented by such Global Security registered in the name of a Depositary or Securities. In any such event the Company will executeits nominee, and deposited with the TrusteeSecurities Registrar, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part as custodian for such Global SecurityDepositary, will authenticate and deliver without service charge to each Person specified or with such Depositary, for credit by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount respective accounts of the beneficial owners of the Securities represented thereby (or such Global Security representing such series, or other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the aggregate principal amount dissolution of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities an Issuer Trust shall not be issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of any other form intended to facilitate book-entry trading in beneficial interests in such Securities.
(f) The Depositary or its nominee, as the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or its Agent Members. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(g) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Everest Re Group LTD), Junior Subordinated Indenture (Everest Re Capital Trust Iii)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary Depository designated for such Global Security or Securities a nominee thereof and delivered to such Depository or its nomineea nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Agreement.
(ivb) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depository for such Global Security or a nominee thereof unless (a) such Depository advises the Trustee in writing that such Depository is no longer willing or able to properly discharge its responsibilities as Depository with respect to such Global Security, and the Company is unable to locate a qualified successor, (b) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depository, (c) there shall have occurred and be continuing an Event of Default or (d) pursuant to the following sentence. All or any portion of a Global Security may be exchanged for a Security that has a like aggregate principal amount and is not a Global Security upon 20 days' prior request made by the Depository or its Agent Member to the Securities Registrar.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depository or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved by cancellation as provided in this Article III or (ii) the Companyprincipal amount thereof shall be reduced, subject to Section 3.6(b)(v), or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed increased by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued cancelled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depository or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security representing such seriesby the Depository, or accompanied by registration instructions, the aggregate principal amount of such Global Trustee shall, subject to Section 3.5(b) and as otherwise provided in this Article III, authenticate and deliver any Securities representing such series, issuable in exchange for such Global Security (or Securitiesany portion thereof) in accordance with the instructions of the Depository. If specified by the Company The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in conclusively relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III, Section 3.1 with respect to Securities issued 9.6 or issuable 11.6 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depository for such Global Security or a nominee thereof.
(e) The Depository or its nominee, as registered owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including effected only through, records maintained by the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Depository or its nominee or its Agent Members. Neither the giving of instructions or directions by or to Trustee nor the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility liability in respect of any transfers effected, or liability for any aspect other actions taken or not taken, by the Depository.
(f) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant shall be exercised only through the Depository and shall be limited to any applicable letter of representations or other arrangement entered into with, or procedures of, those established by law and agreements between such owners and the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsDepository and/or its Agent Members.
Appears in 2 contracts
Samples: Indenture (Citizens Banking Corp), Indenture (Citizens Funding Trust IV)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section or of Section 3.5Indenture, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a no Global Security expressly permit such Global Security to may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, or and the Corporation is unable to locate a qualified successor, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through such Depositary, or (iii) an Event of Default has occurred and is continuing. Upon the occurrence of any event specified in clause (i), (ii) or (iii) above, the Securities Registrar shall notify the applicable Depositary and instruct such Depositary to notify all beneficial owners of Global Securities of the occurrence of such event and of the availability of the definitive Securities to beneficial owners of such Securities requesting the same; provided, however, that no Securities shall be issued in any denomination less than the minimized authorized denomination therefor.
(c) Subject to Section 3.5(b), any exchange of a successor Depositary for such Global Security selected for other Securities may be made in whole or approved by the Companyin part, or to a nominee of such successor Depositary. If at any time the Depositary and all Securities issued in exchange for a Global Security notifies the Company that it is unwilling or unable to continue any portion thereof shall be registered in such names as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible direct.
(d) Every Security authenticated and delivered upon registration of transfer of, or in good standing under exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be authenticated and delivered in the Exchange Actform of, or other applicable statute or regulationand shall be, the Company shall appoint a successor Depositary with respect to such Global Security. If , unless such Security is registered in the name of a successor Person other than the Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware a nominee thereof.
(e) Securities distributed to holders of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Book-Entry Preferred Securities of such series (as defined in the form applicable Declaration of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities Trust) upon the dissolution of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will Issuer Trust shall be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable distributed in the form of one or more Global Securities shall no longer be represented by such Global Security registered in the name of a Depositary or Securities. In any such event the Company will executeits nominee, and deposited with the TrusteeSecurities Registrar, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part as custodian for such Global SecurityDepositary, will authenticate and deliver without service charge to each Person specified or with such Depositary, for credit by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount respective accounts of the beneficial owners of the Securities represented thereby (or such Global Security representing such series, or other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the aggregate principal amount dissolution of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities an Issuer Trust shall not be issued or issuable in the form of a Global SecuritySecurity or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.
(f) As provided in Section 3.9, the Depositary for such a Global Security may surrender such Global Security in exchange in whole or in part for Securities in its nominee, as the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositarythe Securities. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with the Depositary for such Depositary Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, the principal amount of (and premium, if any, ) and interest and any (including Additional Amounts with respect to Interest) on such Global Security and the giving of instructions or directions by or and receiving of notices relating to the beneficial owners of such Global Security Security) as the sole Holder of such Global Security the Securities represented thereby and shall have no obligations obligation to the beneficial owners thereof (including any direct or indirect participants in such Depositary)thereof. None of Neither the CompanyCorporation, the Trustee, any Paying Agent or Trustee nor the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect of transfers effected by the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsDepositary.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Bt Preferred Capital Trust Iv), Junior Subordinated Indenture (Bt Capital Trust B)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Each Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit each such Global Security to shall constitute a single Security for all purposes of this Indenture.
(ii) Except for exchanges of Global Securities for definitive, Non-global Securities at the sole discretion of the Company, no Global Security may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of any Person other than the Depositary for such Global Security, Security or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of thereof unless (A) such successor Depositary. If at any time the Depositary for a Global Security notifies (i) has notified the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for (ii) has ceased to be a clearing agency registered as such series shall no longer be eligible or in good standing under the Exchange Act, Act or other applicable statute announces an intention permanently to cease business or regulation, the Company does in fact do so or (B) there shall appoint a successor Depositary have occurred and be continuing an Event of Default with respect to such Global Security. If In such event, if a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for an Officers' Certificate directing the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global SecuritySecurities, will authenticate and deliver Securities of such series deliver, Securities, in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms authorized denominations in an aggregate principal amount equal to the principal amount of such Global Security representing in exchange for such seriesGlobal Security.
(iii) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 3.5, then either (A) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article III, or (B) the aggregate principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security, the Trustee shall, as otherwise provided in this Article III, authenticate and deliver any Securities representing such series, issuable in exchange for such Global Security (or Securitiesany portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. If Upon the request of the Trustee in connection with the occurrence of any of the events specified by in the preceding paragraph, the Company pursuant shall promptly make available to Section 3.1 with respect to the Trustee a reasonable supply of Securities issued or issuable that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security may surrender or a nominee thereof, in which case such Global Security shall be authenticated and delivered in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall executedefinitive, and the Trustee shall authenticate and deliverfully registered form, without service chargeinterest coupons.
(v) The Depositary or its nominee, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures of such Depositarythe Applicable Procedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner's beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter will be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to or its nominee or its Agent Members and such owners of beneficial interests in a Global Security will not be considered the owners or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsholders thereof.
Appears in 2 contracts
Samples: Indenture (Ciena Corp), Indenture (Ciena Corp)
Global Securities. If (a) Upon the Company shall establish pursuant to Section 3.1 election of a Holder that is a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities of a particular series are Act) after the Original Issue Date, as certified to the Securities Registrar, which election need not be in writing, the Securities owned by such Holder shall be issued in whole or in part in the form of one or more Global Securities, then Securities registered in the Company shall execute and name of the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Depositary or its nominee. Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for registered Securities, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustee shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for 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 Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global SecuritySecurity or a nominee thereof.
(e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, acting pursuant to instructions from its direct and deposited with the Securities Registrar, as custodian for such Depositary, or indirect participants or otherwisewith such Depositary, shall instruct for credit by the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities Depositary to the Persons in whose names respective accounts of the beneficial owners of the Securities are so represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be registered. Any endorsement issued in the form of a Global Security to reflect the principal amount thereof, or any increase or decrease other form intended to facilitate book-entry trading in beneficial interests in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Securities.
(f) The Depositary or, if there be one, or its nominee, as the registered owner of a Global Security, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositaryinterest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with such the Depositary for all purposes of this Indenture relating to such a Global Security (including the payment of principal, premium, if any, principal and interest and any Additional Amounts with respect to such Global Security thereon and the giving of instructions or directions by or to the beneficial owners of such Global Security beneficial interests therein and the giving of notices) as the sole Holder of such Global the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.
(g) The rights of owners thereof of beneficial interests in a Global Security 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.
(including h) No owner of any direct beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or indirect participants in the Trustee as the owner of such Depositary)Global Security for all purposes whatsoever. None of the Company, the Trustee, Trustee nor any Paying Agent agent of the Company or the Security Registrar shall Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such owners of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (First Acceptance Corp /De/), Junior Subordinated Indenture (First Acceptance Corp /De/)
Global Securities. (a) If the Company shall establish pursuant to Section 3.1 2.01 that the Securities of a particular series are to be issued in whole or in part in the form of one or more issuable as a Global SecuritiesSecurity, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder2.04, authenticate and deliver such deliver, a Global Security or Securities, which that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, such of the Outstanding Securities of such series to as shall be represented by such Global Security or Securities, (ii) may provide specified therein and that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iiiii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iviii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s 's instruction and (viv) shall bear a legend substantially to the following effect: "Except as otherwise provided in accordance with the requirements Section 2.11 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary. ." Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the written request signed in the name of the Company, by the Chairman of the Board of Directors, the Vice Chairman, the President or any Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer thereof to be delivered to the Trustee pursuant to Section 2.04 or Section 2.06.
(b) Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below2.05, unless the terms Global Security of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security series may be transferred, in whole but not in part and in the manner provided in Section 3.52.05, only to a another nominee of the Depositary for such Global Security, or to the Depositaryseries, or to a successor Depositary for such Global Security series selected or approved by the Company, Company or to a nominee of such successor Depositary. .
(c) If at any time the Depositary for a Global Security series of the Securities notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security series, or if at any time the Depositary for the Securities for such series shall no longer be eligible registered or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If and a successor Depositary for such Global Security series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibilitycondition, as the case may be, this Section 2.11 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.05, the Trustee, upon receipt of a Company Order for Trustee will authenticate and deliver the authentication and delivery of Securities of such series in the definitive registered form of definitive certificates without coupons, in exchange for such Global Securityauthorized denominations, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Such Securities will be issued to and registered in In addition, the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such a Global Security or Securitiesand that the provisions of this Section 2.11 shall no longer apply to the Securities of such series. In any such event the Company will executeexecute and subject to Section 2.05, and the Trustee, upon receipt of a Company Request for an Officers' Certificate evidencing such determination by the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global SecurityCompany, will authenticate and deliver the Securities of such series in definitive registered form without service charge to each Person specified by the Depositary Securities coupons, in the form of definitive certificates of like tenor authorized denominations, and terms in an aggregate principal amount equal to the principal amount of such the Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided Such Securities in the immediately preceding subparagraph, Securities definitive registered form issued in exchange for a the Global Security pursuant to this Section 2.3 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary for such Global SecurityDepositary, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names the such Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 2 contracts
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, each Guarantor, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, any Guarantor, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 2 contracts
Samples: Indenture (Forest Oil Corp), Indenture (Forest Oil Corp)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no EXHIBIT D successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders.
(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, beneficial interest in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such any Global Security, or to the Depositary, or to a successor Depositary for then either (i) such Global Security selected shall be so surrendered for exchange or approved cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will portion thereof to be issued to and registered in the name of such Person so exchanged or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued canceled, or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global other Security representing such seriesto be so exchanged for a beneficial interest therein, or as the aggregate principal amount case may be, by means of such Global an appropriate adjustment made on the records of the Securities representing such seriesRegistrar, whereupon the Trustee, in exchange for accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such Global Security surrender or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form adjustment of a Global SecuritySecurity by the Depositary, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified accompanied by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphsregistration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of definitive certificates of, and shall be, a Global Security, unless such Security is registered in authorized denominations. Upon the exchange of the entire principal amount name of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as Person other than the Depositary for such Global SecuritySecurity or a nominee thereof.
(e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, acting pursuant to instructions from its direct and deposited with the Securities Registrar, as custodian for such Depositary, or indirect participants or otherwisewith such Depositary, shall instruct for credit by the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities Depositary to the Persons in whose names respective accounts of the beneficial owners of the Securities are so represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be registered. Any endorsement issued in the form of a Global Security to reflect the principal amount thereof, or any increase or decrease other form intended to facilitate book-entry trading in beneficial interests in such principal amountSecurities, or changes provided, that, any such holder may exchange such Securities for a beneficial interest in any Global Security if such holder is eligible under the terms of this Indenture to do so. All Securities must be transferred in accordance with the transfer restrictions set forth herein. Any owner of a beneficial interest in a Global Security must be a QIB. Any Securities issued to a Person other than a QIB shall not be issued in the rights form of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such a Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect theretoSecurity. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. EXHIBIT D
(f) The Depositary or, if there be one, or its nominee, as the registered owner of a Global Security, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Depository Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositaryinterest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Company, the Trustee, the Paying Agent Securities Registrar and the Security Registrar Trustee shall be entitled to deal with such the Depositary for all purposes of this Indenture relating to such a Global Security (including the payment of principal, premium, if any, principal and interest and any Additional Amounts with respect to such Global Security thereon and the giving of instructions or directions by or to the beneficial owners of such Global Security beneficial interests therein and the giving of notices) as the sole Holder of such Global the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.
(g) The rights of owners thereof of beneficial interests in a Global Security 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.
(including h) No holder of any direct beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or indirect participants in the Trustee as the owner of such Depositary)Global Security for all purposes whatsoever. None of the Company, the Trustee, Trustee nor any Paying Agent agent of the Company or the Security Registrar shall Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.
Appears in 2 contracts
Samples: Trust Agreement (Hanmi Financial Corp), Trust Agreement (Hanmi Financial Corp)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Company is unable to locate a qualified successor within 90 days of receipt of such notice from the Depositary, (ii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book- entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.6(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof.
(e) The Depositary or its nominee, as the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or agent. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(f) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Allegiant Capital Trust I), Junior Subordinated Indenture (Allegiant Bancorp Inc)
Global Securities. If The following provisions shall apply to Global Securities in addition to those provisions in Section 2.14 of the Original Indenture that are applicable to the Notes:
(a) As set forth in Section 2.14 of the Original Indenture, the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securitieswill issue, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the upon receipt of a Company Order delivered to the Trustee thereunderwill authenticate, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Physical Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nomineeDepository’s participants, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of Depository’s procedures, in exchange for the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in if (i) the manner provided in Section 3.5, only to a nominee of Depository notifies the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If Company at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary Depository for the Global Securities for such series shall no longer and a successor Depository is not appointed within 90 days; or (ii) the Depository ceases to be eligible or in good standing registered as a clearing agency under the Exchange Act, or other applicable statute or regulation, the Company shall appoint Act and a successor Depositary Depository is not appointed within 90 days. In addition, if an Event of Default with respect to such Global Security. If the Notes has occurred and is continuing and any beneficial owner of an interest in a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibilityrequests that its beneficial interest be exchanged for a Physical Security, the Company will execute, issue and the Trustee, Trustee upon receipt of a Company Order for will authenticate Physical Securities in the authentication and delivery of Securities name of such series in the form of definitive certificates beneficial owner in exchange for the corresponding portion of such Global Security, which the Depository will authenticate and deliver Securities of distribute to such series beneficial owner. Notwithstanding anything to the contrary in the form Indenture or the Notes, following the occurrence and during the continuance of definitive certificates an Event of like tenor and terms Default, any beneficial owner of a Global Security may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depository or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Security for a Physical Security in accordance with this Section 2.06. Notes issued in exchange for a Global Security or any portion thereof pursuant to this Section 2.06(a) shall be issued in definitive, fully registered form, without Interest coupons, shall have an aggregate principal amount equal to that of such Global Securities or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the principal amount Depository shall designate and shall bear any legends required under the Indenture. The form of legend set forth in Section 2.14.3 of the Original Indenture shall be deemed replaced for purposes of the Notes with the legend set forth on the Form of Face of Security in Exhibit A hereto.
(b) Upon any request by the Depository or a beneficial owner in the circumstances described in Section 2.06(a), the Company will promptly make available to the Trustee a sufficient supply of Physical Securities in definitive, fully registered form, without Interest coupons.
(c) At such time as all interests in a Global Security have been repurchased, converted, redeemed, cancelled or exchanged for Physical Securities, such Global Security shall, upon receipt thereof, be canceled by the Trustee in exchange accordance with standing procedures and instructions existing between the Depository and the custodian for such the Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at At any time and prior to such cancellation, if any interest in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such a Global Security is redeemed, repurchased, converted, cancelled or Securities. In any such event the Company will executeexchanged for Notes in certificated form, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such seriesshall, in exchange accordance with the standing procedures and instructions existing between the Depository and the custodian for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall executebe appropriately reduced, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security endorsement shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for made on such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and by the Trustee have so agreedor the custodian for the Global Security, at the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement direction of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, to reflect such reduction. The Company shall promptly notify the Trustee in writing of any repurchase, redemption, conversion, cancellation or exchange effected through any Paying Agent, Registrar or Conversion Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, other than the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Endologix Inc /De/), First Supplemental Indenture (Endologix Inc /De/)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Each Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit each such Global Security to shall constitute a single Security for all purposes of this Indenture.
(ii) Except for exchanges of Global Securities for definitive, Non-global Securities at the sole discretion of the Company, no Global Security may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling, unable or no longer qualified to continue as Depositary for the Securities for such series shall no longer Global Security or (ii) has ceased to be eligible or in good standing a clearing agency registered as such under the Exchange ActAct or announces an intention permanently to cease business or does in fact do so, (B) the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Securities in certificated form, or other applicable statute or regulation, the Company (C) there shall appoint a successor Depositary have occurred and be continuing an Event of Default with respect to such Global Security. If In such event, if a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for an Officers’ Certificate directing the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global SecuritySecurities, will authenticate and deliver Securities of such series deliver, Securities, in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms authorized denominations in an aggregate principal amount equal to the principal amount of such Global Security representing in exchange for such seriesGlobal Security.
(iii) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 3.5, then either (A) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article III, or (B) the aggregate principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security, the Trustee shall, subject to Section 3.5(3) and as otherwise provided in this Article III, authenticate and deliver any Securities representing such series, issuable in exchange for such Global Security (or Securitiesany portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. If Upon the request of the Trustee in connection with the occurrence of any of the events specified by in the preceding paragraph, the Company pursuant shall promptly make available to Section 3.1 with respect to the Trustee a reasonable supply of Securities issued or issuable that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security may surrender or a nominee thereof, in which case such Global Security shall be authenticated and delivered in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall executedefinitive, and the Trustee shall authenticate and deliverfully registered form, without service chargeinterest coupons.
(v) The Depositary or its nominee, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures of such Depositarythe Applicable Procedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner’s beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter will be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to or its nominee or its Agent Members and such owners of beneficial interests in a Global Security will not be considered the owners or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsholders thereof.
Appears in 2 contracts
Samples: Indenture (Solectron Corp), Indenture (Solectron Corp)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Each Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit each such Global Security to shall constitute a single Security for all purposes of this Indenture.
(ii) Except for exchanges of Global Securities for definitive, Non-global Securities at the sole discretion of the Company, no Global Security may be exchanged in whole or in part for individual SecuritiesSecurities registered, and no transfer of a Global Security in whole or in part may be transferredregistered, in whole but not in part and in the manner provided in Section 3.5, only to a nominee name of any Person other than the Depositary for such Global Security, (or a successor to the Depositary, or to a successor Depositary ) for such Global Security selected or approved by the Company, a nominee (or a successor to a nominee of nominee) thereof unless (A) such successor Depositary. If at any time the Depositary for a Global Security notifies (i) has notified the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for (ii) has ceased to be a clearing agency registered as such series shall no longer be eligible or in good standing under the Exchange ActAct and a successor depositary has not been appointed within 90 days, or other applicable statute or regulation(B) the Company, at its option elects to cause the Company shall appoint a successor Depositary with respect to issuance of the Securities in certificated form. In such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibilityevent, the Company will execute, and the Trustee, upon receipt of a Company Order for an Officers’ Certificate directing the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global SecuritySecurities, will authenticate and deliver Securities of such series deliver, Securities, in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms authorized denominations in an aggregate principal amount equal to the principal amount of such Global Security representing in exchange for such seriesGlobal Security.
(iii) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 3.5, then either (A) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article III, or (B) the aggregate principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security, the Trustee shall, subject to Section 3.5(3) and as otherwise provided in this Article III, authenticate and deliver any Securities representing such series, issuable in exchange for such Global Security (or Securitiesany portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. If Upon the request of the Trustee in connection with the occurrence of any of the events specified by in the preceding paragraph, the Company pursuant shall promptly make available to Section 3.1 with respect to the Trustee a reasonable supply of Securities issued or issuable that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security may surrender or a nominee thereof, in which case such Global Security shall be authenticated and delivered in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall executedefinitive, and the Trustee shall authenticate and deliverfully registered form, without service chargeinterest coupons.
(v) The Depositary or its nominee, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; the Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures of such Depositarythe Applicable Procedures. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the TrusteeAccordingly, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of such owner’s beneficial ownership interests of interest in a Global Security in or pursuant to any applicable letter will be shown only on, and the transfer of representations or other arrangement entered into withsuch interest shall be effected only through, or procedures of, records maintained by the Depositary with respect to or its nominee or its Agent Members and such owners of beneficial interests in a Global Security will not be considered the owners or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsholders thereof.
Appears in 2 contracts
Samples: Indenture (Epix Medical Inc), Indenture (Mercury Computer Systems Inc)
Global Securities. If This Section 2.12(a) shall apply only to Global Securities deposited with the Company shall establish pursuant to Depository unless otherwise provided as contemplated by Section 3.1 that 2.07. Unless the Securities Global Security is presented by an authorized representative of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered Depository to the Trustee thereunderIssuer or its agent for registration of transfer, authenticate and deliver such Global Security exchange or Securities, which (i) shall representpayment, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be any certificate issued is registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary Depository and any payment is made to such nominee, any transfer, pledge or other use of the Global Security in registered form for value or otherwise shall be wrongful since the registered owner of such Global Security, or to the Depositarynominee of the Depository, or to a successor Depositary for has an interest in such Global Security selected or approved Security. Except as otherwise specified as contemplated by the CompanySection 2.07 hereof, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security shall be exchangeable for definitive Securities only as provided in this paragraph. A Global Security shall be exchangeable pursuant to this Section 2.12 only if (a) the Depository notifies the Company Issuer that it is unwilling or unable to continue as the Depositary for to hold such Global Security or if at any time the Depositary for the Securities for such series shall no longer Depository ceases to be eligible or in good standing a clearing agency registered under the Exchange Act, or other applicable statute or regulation, the Company shall appoint Act and a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security Depository is not appointed by the Company within 90 days after Issuer, (b) there shall have occurred and be continuing an Event of Default with respect to the Company receives Securities, or (c) at any time if the Issuer in its sole discretion determines that the Global Securities or any of them should be exchanged for definitive Securities. The Issuer shall notify the Trustee in writing that such notice or becomes aware exchange has taken place and that the Depository is no longer the Holder of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate in whole or in part. Unless and deliver until such notice is received by the Trustee, the Trustee shall be entitled to assume that no such exchange of Global Security for definitive Securities of such series has occurred, and shall have no liability with respect to any payment in reliance thereon. Any Global Security that is exchangeable pursuant to this Section 2.12 shall be exchangeable for definitive Securities in registered form, bearing interest (if any) at the form of definitive certificates of like tenor and terms in an aggregate principal amount equal same rate or pursuant to the principal same formula, having the same date of issuance, redemption provisions, if any, specified currency and other terms and of differing denominations aggregating a like amount of as the Global Security in exchange for such Global Securityso exchangeable. Such Definitive Securities will shall be issued to and registered in the name names of such Person or Persons as are specified by the Depositary. The Company may at any time and owners of the beneficial interests in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security as such names are from time to time provided by the relevant Agent Member holding interests in such Global Security (as such Agent Member is identified from time to time by the Depository). No Global Security may be transferred except as a whole by a nominee of the Depository to the Depository or Securities. In another nominee of the Depository or by the Depository or any such event nominee to a successor of the Company will executeDepository or a nominee of such successor. Except as provided above, and the Trustee, upon receipt owners solely of beneficial interests in a Company Request for the authentication and Global Security shall not be entitled to receive physical delivery of Securities in definitive form and will not be considered the form of definitive certificates in exchange in whole or holders thereof for any purpose under this Indenture. In the event that a Global Security is surrendered for redemption in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in 11.02 the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company Issuer shall execute, and the Trustee shall authenticate and deliverdeliver to the Depository for such Global Security, without service charge, (A) to each Person specified by such Depositary a new Security or Securities Global Security, in a denomination equal to the unredeemed portion of the same series principal of like tenor and terms the Global Security so surrendered. None of the Trustee, any Paying Agent and any authorized denomination as requested by Security Registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, an Agent Member or other Person with respect to (i) the accuracy of the records of the Depositary or its nominee or of any Agent Member, with respect to any ownership interest in the Securities, (ii) the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or (iii) the payment of any amount, under or with respect to such Person Securities. All notices and communications to be given to the Securityholders and all payments to be made to Securityholders under the Securities and this Indenture shall be given or made only to or upon the order of the Holders (which shall be the Depositary or its nominee in aggregate principal amount equal to and in exchange for such Person’s the case of the Global Security). The rights of beneficial interest owners in the Global Security and (B) to such shall be exercised only through the Depositary a new Global Security of like tenor and terms and in an authorized denomination equal subject to the differenceapplicable procedures. The Trustee, if any, between the principal amount of the surrendered Global any Paying Agent and any Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security Registrar shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant entitled to this Section 2.3 rely and shall be registered fully protected in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and relying upon information furnished by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect theretoits members, participants and any beneficial owners. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so deliveredThe Trustee, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the any Security Registrar shall be entitled to deal with such Depositary the Depositary, and any nominee thereof, that is the Holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial owners of ownership interest in such Global Security Security) as the sole Holder holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary)thereof. None of the Company, the Trustee, any Paying Agent or the and any Security Registrar shall have any responsibility or liability for any aspect acts or omissions of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security Security, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Security, or for maintainingany transfers of beneficial interests in any such Global Security. The Agent Members shall have no rights under this Indenture with respect to any Global Security held on their behalf by a Depository, supervising and such Depository may be treated by the Issuer, the Trustee, and any agent of the Issuer, or reviewing the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, or any records relating agent of the Issuer, or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depository or impair, as between a Depository (or its nominee) and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture. In connection with any exchange of interests in a Global Security for definitive Securities, as provided in this subsection (a), then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Issuer shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such Global Security executed by the Issuer. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered by the Depository to the Trustee, as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations as the portion of such Global Security to be exchanged. Any Global Security that is exchangeable pursuant to this Section 2.12 shall be exchangeable for Securities issuable in the denominations specified as contemplated by Section 2.07 and registered in such names as the Depository that is the Holder of such Global Security shall direct. If a definitive Security is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange occurs on any record date and before the opening of business at such office or agency on the relevant payment date, interest payments will not be payable on such payment date in respect of such definitive Security, but will be payable on such payment date only to the person to whom interest payments in respect of such portion of such Global Security are payable. The Depository may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture with respect to the Securities. None of the Trustee, any Paying Agent and any Security Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants, members or beneficial ownership interestsowners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 2 contracts
Samples: Indenture (Smith & Nephew PLC), Indenture (Smith & Nephew PLC)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s 's instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s 's beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ ' Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, each Guarantor, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, any Guarantor, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 2 contracts
Samples: Indenture (Quest Cherokee Oilfield Service, LLC), Indenture (Quest Cherokee Oilfield Service, LLC)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security and no qualified successor is appointed by the Company within 90 days of receipt by the Company of such notice, (ii) such Depositary has ceased to be a clearing agency registered under the Exchange Act and no qualified successor is appointed by the Company within 90 days after its receipt of notice or its becoming aware of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, or (iv) there shall have occurred and be continuing an Event of Default with respect to such Global Security.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the principal amount 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 other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to this Section and as otherwise provided in this Article, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary, with, if applicable, a Guarantee endorsed thereon, duly executed by the Guarantor. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article, Section 9.6 or 11.7 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time a nominee thereof.
(e) The Depositary or its nominee, as the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form owner of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or its Agent Members. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(f) The rights of the records relating to or payments made on account owners of beneficial ownership interests in a Global Security 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 Agent Members.
(g) The registered holder of a Global Security in or pursuant may grant proxies to any applicable letter of representations or other arrangement entered into withPerson, or procedures ofincluding Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsGuarantee and the Securities.
Appears in 2 contracts
Samples: Senior Indenture (MRM Capital Trust Iii), Senior Indenture (Mutual Risk Management LTD)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such (a) Each Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or Securities or its nominee, (iv) shall be a nominee thereof and delivered by the Trustee to the such Depositary or pursuant to the Depositary’s instruction a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
(vb) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of in this Section Indenture, no Global Security may be exchanged in whole or of Section 3.5in part for Securities registered, except as contemplated by the provisions of this Section 2.3 below, unless the terms and no transfer of a Global Security expressly permit in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Corporation does not appoint a qualified successor within 90 days, (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, or (iii) a Debenture Default shall have occurred and be continuing.
(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for individual Securitiesa beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.5(b)(v), or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security may or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be transferred, in whole but not in part authenticated and delivered in the manner provided in Section 3.5form of, only to and shall be, a nominee of the Depositary for such Global Security, or to unless such Security is registered in the Depositary, or to name of a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Person other than the Depositary for such Global Security or if at any time the Depositary for the a nominee thereof.
(e) Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect distributed to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware holders of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Book-Entry Capital Securities of such series (as defined in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in Trust Agreement) upon the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount dissolution of the Global Security in exchange for such Global Security. Such Securities will Issuer Trust shall be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable distributed in the form of one or more Global Securities shall no longer be represented by such Global Security registered in the name of a Depositary or Securities. In any such event the Company will executeits nominee, and deposited with the TrusteeSecurities Registrar, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part as custodian for such Global SecurityDepositary, will authenticate and deliver without service charge to each Person specified or with such Depositary, for credit by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount respective accounts of the beneficial owners of the Securities represented thereby (or such Global Security representing such series, or other accounts as they may direct). Securities distributed to holders of Capital Securities other than Book-Entry Capital Securities upon the aggregate principal amount dissolution of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities Issuer Trust shall not be issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of any other form intended to facilitate book-entry trading in beneficial interests in such Securities.
(f) The Depositary or its nominee, as the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount registered owner of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a such Global Security for all purposes under this Indenture; Indenture and the Securities, and owners of beneficial owners with respect to such interests in a Global Security shall hold their such interests pursuant to applicable procedures the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar interest shall be entitled to deal with such effected only through, records maintained by the Depositary for all purposes of this Indenture relating to such Global Security (including or its nominee or its Agent Members. Neither the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and Trustee nor the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Securities Registrar shall have any responsibility or liability for in respect of any aspect transfers effected by the Depositary.
(g) The rights of the records relating to or payments made on account owners of beneficial ownership interests of in a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, shall be exercised only through the Depositary with respect and shall be limited to those established by law and agreements between such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsowners and the Depositary and/or its Agent Members.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Popular North America Capital Trust Iii), Junior Subordinated Indenture (Popular North America Capital Trust I)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the beneficial owners of such Global Security as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 2 contracts
Samples: Indenture (BofI Holding, Inc.), Indenture (BofI Holding, Inc.)
Global Securities. If the Company shall establish pursuant to Section 3.1 that the Securities of or within a particular series are to be issued in whole or in part in the form of one or more issuable as a Global SecuritiesSecurity, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) may provide that it shall represent, and shall be denominated in an amount equal to the aggregate principal amount represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent Outstanding Securities of such series from time to be represented by such Global Security or Securities, (ii) time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced decreased to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the principal amount thereofamount, or any increase or decrease in such principal the amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made by the Trustee and in such manner and by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect theretoSecurity. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any Any instructions by the Company with respect to such a Global Security contained therein Security, after its initial issuance, other than a change in the terms of the Global Security, shall be in writing but need not be accompanied by or contained in an Officers’ Certificate comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners Unless otherwise provided with respect to such Global Security shall hold their interests pursuant to applicable procedures the Securities of such Depositary. The Companyany series in accordance with Section 3.01, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with such Depositary for all purposes of this Indenture relating to such Global Security (including the payment of principal, principal of (and premium, if any, on) a Permanent Global Security of such series in bearer form shall be made by the Depositary to each of Euroclear and interest and any Additional Amounts Clearstream with respect to the portion of such Permanent Global Security held for each of their respective accounts by the Depositary. Each of Euroclear and Clearstream will in such circumstances credit the giving payment of instructions principal (or directions premium, if any) received by or it in respect of such Permanent Global Security to the accounts of the beneficial owners thereof. Payment of interest, if any, on such Permanent Global Security shall be made as provided in Section 3.07. The provisions of the sole Holder last sentence of the last paragraph of Section 3.03 shall apply to any Security represented by a Security in global form if such Global Security was never issued and shall have no obligations sold by the Company and the Company delivers to the beneficial owners thereof Trustee the Security in global form together with written instructions (including any direct or indirect participants which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in such Depositary)the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of the last paragraph of Section 3.03. None Notwithstanding the provisions of Section 3.08 and except as provided in the preceding paragraph, the Company, the Trustee, Trustee and any Paying Agent agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a Permanent Global Security Registrar shall have any responsibility or liability for any aspect of (i) in the records relating to or payments made on account of beneficial ownership interests case of a Permanent Global Security in registered form, the Holder of such Permanent Global Security in registered form, or pursuant to any applicable (ii) in the case of a Permanent Global Security in bearer form, Euroclear or Clearstream. The Company has entered into a letter of representations or other arrangement entered into with, or procedures of, with the Depositary in the form provided by the Depositary and the Trustee and each Agent are hereby authorized to act in accordance with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsApplicable Procedures.
Appears in 2 contracts
Samples: Indenture (Meritor, Inc. (Nev)), Indenture (Meritor Electric Vehicles, LLC)
