Issuance of Certificates; Book-Entry System and Transferability of Receipts. (a) Upon notification from the Underwriter that a Purchase Order has been received by an Authorized Participant, the Underwriter will instruct the Trustee, prior to the Order Cutoff Time, to issue the applicable class of Gold Deposit Receipts, pursuant to the instruction received from the Underwriter, each representing one xxxx ounce of Gold Bullion. Such instruction will be provided via the Trustee’s “BNY Connect” system or other similar electronic means and shall evidence the Underwriter’s representation that it has instructed the Initial Depositor on behalf of the Authorized Participant to deposit Gold Bullion in the Trust Allocated Account in an amount sufficient to issue such additional Gold Deposit Receipts. The Trustee will, on the second business day following receipt of such notification, issue such Gold Deposit Receipts to such Authorized Participant against payment therefor and deliver such proceeds to the Underwriter. The certificates evidencing Gold Deposit Receipts (the “Certificates”) shall be substantially in the form set forth in Exhibit A annexed to this Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. No Gold Deposit Receipts shall be entitled to any benefits under this Agreement or be valid or obligatory for any purpose unless a global Certificate shall have been executed by the Trustee under the manual or facsimile signature of a duly authorized signatory of the Trustee. The Trustee shall maintain books on which the registered ownership of each Gold Deposit Receipt and transfers, if any, of such registered ownership shall be recorded. Certificate(s) bearing the manual or facsimile signature of a duly authorized signatory of the Trustee, who was, at the time such Certificate(s) were executed a proper signatory of the Trustee, if applicable, shall bind the Trust, notwithstanding that such signatory has ceased to hold such office prior to the delivery of such Certificate(s). The global Gold Deposit Receipts shall be held by the Trustee as custodian for DTC.
Appears in 6 contracts
Samples: Depositary Trust Agreement (Bank of Montreal /Can/), Depositary Trust Agreement (Vaulted Gold Bullion Trust), Depositary Trust Agreement (Bank of Montreal /Can/)
Issuance of Certificates; Book-Entry System and Transferability of Receipts. (a) Upon notification from the Underwriter Placement Agent that a Purchase Order has been received by an Authorized Participant, the Underwriter Placement Agent will instruct notify the Trustee, Trustee prior to the Order Cutoff Time, Time pursuant to notice substantially in the form of Exhibit G attached hereto. The Trustee will issue the applicable class of Gold Deposit Receipts, Receipts pursuant to the instruction received from the UnderwriterPlacement Agent, each representing one xxxx ounce of Gold Bullion. Such instruction The Placement Agent will be provided via notify the Trustee’s “BNY Connect” system or other similar electronic means and shall evidence the Underwriter’s representation that it Trustee once Gold Bullion has instructed been deposited by the Initial Depositor on behalf of the Authorized Participant to deposit Gold Bullion in the Trust Allocated Account in an amount sufficient to issue such additional Gold Deposit Receipts. Receipts and will deliver the Gold Deposit Receipts to the Trustee The Trustee will, on the second business day following receipt of such notification, will issue such Gold Deposit Receipts Receipts, to such an Authorized Participant against payment therefor therefore and deliver such proceeds to the UnderwriterPlacement Agent. The certificates evidencing Gold Deposit Receipts (the “Certificates”) shall be substantially in the form set forth in Exhibit A annexed to this Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. No Gold Deposit Receipts shall be entitled to any benefits under this Agreement or be valid or obligatory for any purpose unless a global Certificate shall have been executed by the Trustee under the manual or facsimile signature of a duly authorized signatory of the Trustee. The Trustee shall maintain books on which the registered ownership of each Gold Deposit Receipt and transfers, if any, of such registered ownership shall be recorded. Certificate(s) bearing the manual or facsimile signature of a duly authorized signatory of the Trustee, who was, at the time such Certificate(s) were executed a proper signatory of the Trustee, if applicable, shall bind the Trust, notwithstanding that such signatory has ceased to hold such office prior to the delivery of such Certificate(s). The global Gold Deposit Receipts shall be held by the Trustee as custodian for DTC.
(b) A Certificate may be endorsed with, or have incorporated in the text thereof, such legends or recitals or modifications not inconsistent with the provisions of this Agreement as may be required by the Placement Agent or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Certificate is subject.
(c) The Placement Agent will apply to DTC for acceptance of the Gold Deposit Receipts in its book-entry settlement system. Individual, non-global Certificates will not be issued for the Gold Deposit Receipts. Instead, a global Certificate will be signed by the Trustee on behalf of the Trust, registered in the name of Cede & Co., as nominee for DTC, and deposited with the Trustee as custodian on behalf of DTC, and will, under such circumstances, represent all of the Gold Deposit Receipts outstanding at any time. Each Gold Deposit Receipt registered in the name of Cede & Co., as nominee for DTC, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) OR AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., DTC’S NOMINEE, TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
(d) All Gold Deposit Receipts shall be evidenced by one or more global Certificate(s) registered in the name of a nominee of DTC and no Person acquiring beneficial ownership of such Gold Deposit Receipts shall receive or be entitled to receive a separate, non-global, Certificate evidencing the Gold Deposit Receipts. Ownership of beneficial interests in Gold Deposit Receipts evidenced by such global Certificate(s) shall be shown on, and the transfer of such beneficial ownership shall he effected only through, records maintained by (i) DTC or (ii) institutions that have accounts with DTC in accordance with DTC’s standard practices and procedures.
(e) Notwithstanding Section 2.4(d) above or any other provision herein to the contrary, if, at any time when Gold Deposit Receipts are evidenced by a global Certificate, DTC ceases to make its book-entry settlement system available for such Gold Deposit Receipts, and no successor to DTC shall have been appointed, the Trustee shall issue a separate Certificate to each DTC book-entry settlement system participant entitled thereto as instructed in writing by DTC, with such additions, deletions and modifications to this Agreement and to the form of certificate evidencing Gold Deposit Receipts as the Initial Depositor and the Trustee may, from time to time, agree.
(f) Title to a Certificate, when properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Depositary Trust Agreement (Bank of Montreal /Can/), Depositary Trust Agreement (Bank of Montreal /Can/)
Issuance of Certificates; Book-Entry System and Transferability of Receipts. (a) Upon notification from the Underwriter Placement Agent that a Purchase Order has been received by an Authorized Participant, the Underwriter Placement Agent will instruct the Trustee, prior to the Order Cutoff Time, to issue the applicable class of Gold Deposit Receipts, pursuant to the instruction received from the UnderwriterPlacement Agent, each representing one xxxx ounce of Gold Bullion. Such instruction will be provided via the Trustee’s “BNY Connect” system or other similar electronic means and shall evidence the UnderwriterPlacement Agent’s representation that it has instructed the Initial Depositor on behalf of the Authorized Participant to deposit Gold Bullion in the Trust Allocated Account in an amount sufficient to issue such additional Gold Deposit Receipts. The Trustee will, on the second business day following receipt of such notification, issue such Gold Deposit Receipts to such Authorized Participant against payment therefor and deliver such proceeds to the UnderwriterPlacement Agent. The certificates evidencing Gold Deposit Receipts (the “Certificates”) shall be substantially in the form set forth in Exhibit A annexed to this Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. No Gold Deposit Receipts shall be entitled to any benefits under this Agreement or be valid or obligatory for any purpose unless a global Certificate shall have been executed by the Trustee under the manual or facsimile signature of a duly authorized signatory of the Trustee. The Trustee shall maintain books on which the registered ownership of each Gold Deposit Receipt and transfers, if any, of such registered ownership shall be recorded. Certificate(s) bearing the manual or facsimile signature of a duly authorized signatory of the Trustee, who was, at the time such Certificate(s) were executed a proper signatory of the Trustee, if applicable, shall bind the Trust, notwithstanding that such signatory has ceased to hold such office prior to the delivery of such Certificate(s). The global Gold Deposit Receipts shall be held by the Trustee as custodian for DTC.
Appears in 1 contract
Samples: Depositary Trust Agreement (Bank of Montreal /Can/)