Common use of Registered Securities in Book-Entry Form Clause in Contracts

Registered Securities in Book-Entry Form. The Notes shall be initially issued in the form of one or more registered Global Securities without coupons (each, a “Global Note”) and shall be deposited with, or on behalf of, The Depository Trust Company (“DTC” and, together with any successor depositary with respect to the Global Notes appointed under the Indenture, the “Depositary”) and registered in the name of DTC’s nominee, Cede & Co. Unless and until it is exchanged in whole or in part for the individual Notes represented thereby under the circumstances described below, a Global Note may not be transferred except as a whole by a Depositary to its nominee, by a nominee of a Depositary to such Depositary or another nominee of such Depositary, or by a Depositary or its nominee to a successor Depositary or a nominee of such successor. So long as a Depositary or its nominee is the Holder of a Global Note, such Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes under the Indenture. Except as provided below, owners of a beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the owners or Holders thereof under the Indenture for any purpose, including with respect to giving of any direction, instructions or approvals to the Trustee hereunder. A Global Note may be exchanged in whole or in part for individual Notes represented thereby only if (i) the Depositary (A) has notified the Company that it is unwilling or unable to continue as a depositary for such Global Note or (B) has ceased to be a clearing agency registered under the Exchange Act, and in either case a successor depositary shall not have been appointed by the Company within ninety (90) days after such notice is received by the Company or the Company becomes aware of such cessation, respectively, or (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Security Registrar has received a written request from an owner of beneficial interest in such Global Note to receive registered Notes. In any such case, the Company will issue individual Notes in exchange for such Global Note representing such Notes in authorized denominations. Notwithstanding any provisions of Section 2.1(e) or Section 2.1(f) of this Supplemental Indenture to the contrary, payments of principal, premium, if any, and interest on any Global Note shall be made in accordance with the procedures of the Depositary and its participants in effect from time to time.

Appears in 5 contracts

Samples: Fourth Supplemental Indenture (Office Properties Income Trust), Fifth Supplemental Indenture (Office Properties Income Trust), Third Supplemental Indenture (Office Properties Income Trust)

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Registered Securities in Book-Entry Form. The Notes shall be initially issued in the form of one or more registered Global Securities without coupons (each, a “Global Note”) and shall be deposited with, or on behalf of, The Depository Trust Company (“DTC” and, together with any successor depositary with respect to the Global Notes appointed under the Indenture, the “Depositary”) and registered in the name of DTC’s nominee, Cede & Co. Unless and until it is exchanged in whole or in part for the individual Notes represented thereby under the circumstances described below, a Global Note may not be transferred except as a whole by a Depositary to its nominee, by a nominee of a Depositary to such Depositary or another nominee of such Depositary, or by a Depositary or its nominee to a successor Depositary or a nominee of such successor. So long as a Depositary or its nominee is the Holder registered owner of a Global Note, such Depositary or its nominee, as the case may be, will be considered the sole owner or Holder holder of the Notes represented by such Global Note for all purposes under the this Supplemental Indenture. Except as provided below, owners of a beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the owners or Holders holders thereof under the Indenture for any purpose, including with respect to giving of any direction, instructions or approvals to the Trustee hereunder. A Global Note may be exchanged in whole or in part for individual Notes represented thereby only if (i) the Depositary (A) has notified the Company that it is unwilling or unable to continue as a depositary for such Global Note or (B) has ceased to be a clearing agency registered under the Exchange Act, and in either case a successor depositary shall not have been appointed by the Company within ninety (90) 90 days after of such notice is received by the Company or the Company becomes aware of such cessation, respectively, or (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Security Registrar Register has received a written request from an owner of beneficial interest in such Global Note to receive registered NotesNote. In any such case, the Company will issue individual Notes in exchange for such Global Note representing such Notes in authorized denominations. Notwithstanding any provisions of Section 2.1(e) or Section 2.1(f) of this Supplemental Indenture to the contrary, payments of principal, premium, if any, and interest on any Global Note shall be made in accordance with the procedures of the Depositary and its participants in effect from time to time.

Appears in 4 contracts

Samples: Fifth Supplemental Indenture (Hospitality Properties Trust), Second Supplemental Indenture (Senior Housing Properties Trust), Fourth Supplemental Indenture (Hospitality Properties Trust)

Registered Securities in Book-Entry Form. The Notes shall be initially issued issuable in the form of one or more global Securities registered Global Securities without coupons (eachin the name of The Depository Trust Company’s nominee, a “Global Note”) and shall be deposited with, or on behalf of, The Depository Trust Company Company, New York, New York (“DTC” and, together with any successor depositary with respect to the Global Notes appointed under the Indenture, the “Depositary”). The Notes may be surrendered for registration of transfer at the office or agency of the Company (including the Corporate Trust Office of the Trustee) and registered in the name of DTC’s nominee, Cede & Co. Unless and until it is exchanged in whole or in part maintained for the individual Notes represented thereby under the circumstances described below, a Global Note may not be transferred except as a whole by a Depositary to its nominee, by a nominee of a Depositary to such Depositary or another nominee of such Depositarypurpose, or at any other office or agency maintained by a Depositary or its nominee to a successor Depositary or a nominee of the Company for such successorpurpose. So long as a the Depositary or its nominee is the Holder registered owner of a Global Note, such the Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes under the Indenture and this Supplemental Indenture, and the beneficial owners of the Notes will be entitled only to those rights and benefits afforded to them in accordance with the Depositary’s regular operating procedures. Except as provided below, owners of a beneficial interest interests in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive certificated form and will not be considered the registered owners or Holders thereof under the Indenture for any purpose, including with respect to giving of any direction, instructions or approvals to the Trustee hereunderthis Supplemental Indenture. A Global Note may be exchanged in whole or in part for individual Notes represented thereby only if If (i) the Depositary (A) has notified the Company that it is at any time unwilling or unable to continue as a depositary for such Global Note depository or (B) has ceased if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, Act and in either case a successor depositary shall depository is not have been appointed by the Company us within ninety (90) days after such notice is received by the Company or the Company becomes aware of such cessation90 days, respectively, or (ii) there shall have occurred and be continuing an Event of Default with respect relating to such Global Note the Notes has occurred and is continuing and the Security Registrar has received beneficial owners representing a written request from an owner majority in principal amount of beneficial interest Notes advise the Depositary to cease acting as depository for the Notes or (iii) the Company, in such its sole discretion, determines at any time that the Notes shall no longer be represented by a Global Note to receive registered NotesNote, the Company will in accordance with the Indenture issue individual Notes in certificated form of the same series and like tenor and in the applicable principal amount in exchange for the Notes represented by the Global Note. In any such caseinstance, the Company an owner of a beneficial interest in a Global Note will issue be entitled to physical delivery of individual Notes in exchange for certificated form of the same series and like tenor, equal in principal amount to such Global Note representing such beneficial interest and to have the Notes in authorized denominationscertificated form registered in its name. Notwithstanding Notes so issued in certificated form will be issued in denominations of $1,000 or any provisions of Section 2.1(e) or Section 2.1(f) of this Supplemental Indenture to the contraryintegral multiple thereof and will be issued in registered form only, payments of principal, premium, if any, and interest on any Global Note shall be made in accordance with the procedures of the Depositary and its participants in effect from time to timewithout coupons.

Appears in 1 contract

Samples: Hospitality Properties Trust

Registered Securities in Book-Entry Form. The Notes shall be initially issued issuable in the form of one or more global Securities registered Global Securities without coupons (eachin the name of The Depository Trust Company’s nominee, a “Global Note”) and shall be deposited with, or on behalf of, The Depository Trust Company Company, New York, New York (“DTC” and, together with including any successor depositary with respect to the Global Notes appointed under the Indenturehereunder, the “Depositary”). The Notes may be surrendered for registration of transfer at the office or agency of the Company (including the Corporate Trust Office of the Trustee) and registered in the name of DTC’s nominee, Cede & Co. Unless and until it is exchanged in whole or in part maintained for the individual Notes represented thereby under the circumstances described below, a Global Note may not be transferred except as a whole by a Depositary to its nominee, by a nominee of a Depositary to such Depositary or another nominee of such Depositarypurpose, or at any other office or agency maintained by a Depositary or its nominee to a successor Depositary or a nominee of the Company for such successorpurpose. So long as a the Depositary or its nominee is the Holder registered owner of a Global Note, such the Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes under the Indenture and this Supplemental Indenture, and the beneficial owners of the Notes will be entitled only to those rights and benefits afforded to them in accordance with the Depositary’s regular operating procedures. Except as provided below, owners of a beneficial interest interests in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive certificated form and will not be considered the registered owners or Holders thereof under the Indenture for any purpose, including with respect to giving of any direction, instructions or approvals to the Trustee hereunderthis Supplemental Indenture. A Global Note may be exchanged in whole or in part for individual Notes represented thereby only if If (i) the Depositary (A) has notified the Company that it is at any time unwilling or unable to continue as a depositary for such Global Note depository or (B) has ceased if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, Act and in either case a successor depositary shall depository is not have been appointed by the Company within ninety (90) days after such notice is received by the Company or the Company becomes aware of such cessation90 days, respectively, or (ii) there shall have occurred and be continuing an Event of Default with respect relating to such Global Note the Notes has occurred and is continuing and the Security Registrar has received beneficial owners representing a written request from an owner majority in principal amount of beneficial interest the Notes advise the Depository to cease acting as depository for the Notes, or (iii) the Company, in such its sole discretion, determines at any time that the Notes shall no longer be represented by a Global Note to receive registered NotesNote, the Company will in accordance with the Indenture issue individual Notes in certificated form of the same series and like tenor and in the applicable principal amount in exchange for the Notes represented by the Global Note. In any such caseinstance, the Company an owner of a beneficial interest in a Global Note will issue be entitled to physical delivery of individual Notes in exchange for certificated form of the same series and like tenor, equal in principal amount to such Global Note representing such beneficial interest and to have the Notes in authorized denominationscertificated form registered in its name. Notwithstanding Notes so issued in certificated form will be issued in denominations of $1,000 or any provisions of Section 2.1(e) or Section 2.1(f) of this Supplemental Indenture to the contraryintegral multiple thereof and will be issued in registered form only, payments of principal, premium, if any, and interest on any Global Note shall be made in accordance with the procedures of the Depositary and its participants in effect from time to timewithout coupons.

Appears in 1 contract

Samples: Supplemental Indenture (Hospitality Properties Trust)

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Registered Securities in Book-Entry Form. The Notes shall be initially issued in the form of one or more global Securities in registered Global Securities form without coupons (each, a “Global Note”) and shall be deposited with, or on behalf of, The Depository Trust Company Company, New York, New York (“DTC” and, together with any successor depositary with respect to the Global Notes appointed under the Indenture, the “Depositary”) and registered in the name of DTC’s nominee, Cede & Co. Unless and until it is exchanged in whole or in part for the individual Notes represented thereby under the circumstances circumstance described belowin Section 305 of the Indenture, a Global Note may not be transferred except as a whole by a Depositary to its nominee, by a nominee of a Depositary to such Depositary or another nominee of such Depositary, or by a Depositary or its nominee to a successor Depositary or a nominee of such successor. So long as a Depositary or its nominee is the Holder registered owner of a Global Note, such Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes under the Indenture and this Supplemental Indenture. Except as provided below, owners of a beneficial interest interests in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any of such Notes in definitive form and will not be considered the registered owners or Holders thereof under the Indenture or this Supplemental Indenture for any purpose, including with respect to giving of any direction, instructions or approvals to the Trustee thereunder or hereunder. A The following provisions shall be applicable the Notes in lieu of the fifth paragraph of Section 305 of the Indenture. Notwithstanding the provisions of the first four paragraphs of Section 305 of the Indenture, a Global Note may shall be exchanged exchangeable only as provided in whole or in part for individual Notes represented thereby only if (i) the this paragraph. If at any time a Depositary (A) has notified notifies the Company that it is unwilling or unable to continue as a depositary for such Global Note or (B) has ceased if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange ActAct of 1934, and in either case as amended, if so required by applicable law or regulation, the Company shall appoint a successor depositary shall with respect to such Global Note. If (x) a successor depositary for such Global Note is not have been appointed by the Company within ninety (90) 90 days after such notice is received by the Company receives such notice, (y) an Event of Default has occurred and is continuing and the beneficial owners representing a majority in principal amount of the Notes advise a Depositary to cease acting as depositary for the Global Notes or (z) the Company, in its sole discretion, determines at any time not to have any of the Notes to which a Global Note relates represented by such Global Note, then the Company becomes aware shall execute, and the Trustee shall authenticate and deliver, Notes in definitive form in an aggregate principal amount equal to the principal amount of such cessation, respectivelyGlobal Note. If a Note is issued in exchange for any portion of a Global Note after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) there shall have occurred any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be continuing an Event payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of Default with respect such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to such Global Note and the Security Registrar has received a written request from an owner of beneficial Person to whom interest in respect of such Global Note to receive registered Notes. In any portion or such case, the Company will issue individual Notes in exchange for such Global Note representing such Notes in authorized denominations. Notwithstanding any provisions of Section 2.1(e) or Section 2.1(f) of this Supplemental Indenture to the contrary, payments of principal, premium, if any, and interest on any Global Note shall be made permanent global Security is payable in accordance with the procedures provisions of the Depositary and its participants in effect from time to timeIndenture.

Appears in 1 contract

Samples: Supplemental Indenture (Hospitality Properties Trust)

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