Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Trust Company, collectively as the Depositary and as the Registrar and Transfer Agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company hereby accepts such appointment, subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) and, as such, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”), together with evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto. With respect to the appointment of the Depositary as Registrar and Transfer Agent in respect of the Receipts, the Depositary, in its respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision, and shall provide services as provided in the Transfer Agency and Service Agreement, dated September 29, 2014, between the Corporation and the Depositary (the “Transfer Agency Agreement”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, mean the Depositary as the Transfer Agent and Registrar.
Appears in 5 contracts
Samples: Deposit Agreement (Citizens Financial Group Inc/Ri), Deposit Agreement (Citizens Financial Group Inc/Ri), Deposit Agreement (Citizens Financial Group Inc/Ri)
Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Trust Company, collectively as the Depositary and Company as the Registrar and Transfer Agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company hereby accepts such appointment, subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) and, as such, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”), together with evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto. With respect to the appointment of the Depositary as Registrar and Transfer Agent in respect of the Receipts, the Depositary, in its respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision, and shall provide the services as provided listed in the Transfer Agency and Service Agreement, dated September 29, 2014, between the Corporation and the Depositary (the “Transfer Agency Agreement”)Exhibit C hereto, in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, mean the Depositary as the Transfer Agent and Registrar.
Appears in 4 contracts
Samples: Deposit Agreement (New York Community Bancorp Inc), Deposit Agreement (New York Community Bancorp Inc), Deposit Agreement (Bank of New York Mellon Corp)
Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Trust Company, collectively as the Depositary and as the Registrar and Transfer Agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company hereby accepts accept such appointment, subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) and, as such, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”), together with evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto. With respect to the appointment of the Depositary as Registrar and Transfer Agent in respect of the Receipts, the Depositary, in its respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision, and shall provide the services as provided listed in the Transfer Agency and Service Agreement, dated September 29, 2014, between the Corporation and the Depositary (the “Transfer Agency Agreement”)Exhibit C hereto, in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, mean the Depositary as the Transfer Agent and Registrar.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York Mellon CORP), Deposit Agreement (Bank of New York Mellon CORP), Deposit Agreement (Bank of New York Mellon CORP)
Registration of Transfer of Receipts. The Corporation Company hereby appoints Computershare and the Trust Company, collectively AST as the Depositary and as the Registrar and Transfer Agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company AST hereby accepts such appointment, subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) and, as such, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Transfer Agent AST (a “Signature Guarantee”), together with evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto. With respect to the appointment of the Depositary as Registrar and Transfer Agent in respect of the Receipts, the Depositary, in its respective capacities capacity under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision, and shall provide services as provided in the Certificate of Appointment of American Stock Transfer Agency & Trust Company, LLC as Transfer Agent and Service AgreementRegistrar, dated September 29, 2014January 2010, between the Corporation Company and the Depositary Depositary, as amended (the “Transfer Agency AgreementAppointment”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, mean the Depositary as the Transfer Agent and Registrar.
Appears in 3 contracts
Samples: Deposit Agreement (SVB Financial Group), Deposit Agreement (SVB Financial Group), Deposit Agreement (SVB Financial Group)
Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Equiniti Trust Company, collectively Company as the Depositary and as the Depositary, Registrar and Transfer Agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Equiniti Trust Company hereby accepts such appointment, subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) and, as such, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”), together with evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto. With respect to the appointment of the Depositary as Registrar and Transfer Agent in respect of the Receipts, the Depositary, in its respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision, and shall provide the applicable services as provided in accordance with the Transfer Agency and Service Agent Services Agreement, dated September 29, 2014, between the Corporation and the Depositary (the “Transfer Agency Agreement”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, mean the Depositary as the Transfer Agent and Registrar.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York Mellon Corp), Deposit Agreement (Bank of New York Mellon Corp), Deposit Agreement (Bank of New York Mellon Corp)
Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Equiniti Trust Company, collectively Company as the Depositary and as the Registrar and Depositary, Registrar, Transfer Agent for the Receipts and appoints Computershare as distribution dividend disbursement agent, redemption agent for the Receipts, and each of Computershare and the Equiniti Trust Company hereby accepts such appointment, subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) and, as such, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”), together with evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto. With respect to the appointment of the Depositary as Registrar and Transfer Agent in respect of the Receipts, the Depositary, in its respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision, and shall provide services as provided in the Transfer Agency and Service Agent Services Agreement, dated September 29as of July 6, 20142016, between the Corporation and the Depositary (the “Transfer Agency Agreement”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, mean the Depositary as the Transfer Agent and Registrar.
Appears in 2 contracts
Samples: Deposit Agreement (American International Group Inc), Deposit Agreement (American International Group Inc)
Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Trust Company, collectively as the Depositary and as the Registrar and Transfer Agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company hereby accepts such appointment, subject Subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) andAgreement, the Depositary, as suchTransfer Agent and Registrar for the Receipts, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to and any other reasonable evidence of authority that may be required by the Transfer Agent (a “Signature Guarantee”)Agent, together with (if applicable) evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto. With respect to the appointment of the Depositary as Registrar and Transfer Agent in respect of the Receipts, the Depositary, in its respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision, and shall provide services as provided in the Transfer Agency and Service Agreement, dated September 29, 2014, between the Corporation and the Depositary (the “Transfer Agency Agreement”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, also mean the Depositary as the Transfer Agent and Registrar. The Depositary shall not be required (i) to issue, transfer or exchange any Receipts for a period beginning at the opening of business fifteen (15) days preceding any selection of Depositary Shares and Preferred Stock to be redeemed and ending at the close of business on the day of the sending of notice of redemption, or (ii) to transfer or exchange for another Receipt any Receipt called or being called for redemption in whole or in part except as provided in Section 2.8.
Appears in 2 contracts
Samples: Deposit Agreement (Banc of California, Inc.), Deposit Agreement (Banc of California, Inc.)
Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Trust Company, collectively as the Depositary and acting jointly, as the Registrar and Transfer Agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company hereby accepts such appointmentaccept their respective appointments, subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) and, as such, ). The Registrar and Transfer Agent shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”), together with evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto. With respect to the appointment of Computershare and the Depositary Trust Company, acting jointly, as Registrar and Transfer Agent in respect of the ReceiptsReceipts and Computershare as dividend disbursing agent for the receipts, the DepositaryTrust Company and Computershare, in its their respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision. Computershare and the Trust Company, acting jointly, as Transfer Agent and Registrar in respect of the Receipts, shall provide services as provided in the Transfer Agency and Service Services Agreement, dated September 29April 12, 20142013, between the Corporation and the Depositary Depositary, as amended (the “Transfer Agency Agreement”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, mean the Depositary as the Transfer Agent and Registrar.
Appears in 2 contracts
Samples: Deposit Agreement (Voya Financial, Inc.), Deposit Agreement (Voya Financial, Inc.)
Registration of Transfer of Receipts. The Corporation Company hereby appoints Computershare and the Trust Company, collectively AST as the Depositary and as the Registrar and Transfer Agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company AST hereby accepts such appointment, subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) and, as such, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Transfer Agent AST (a “Signature Guarantee”), together with evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto. With respect to the appointment of the Depositary as Registrar and Transfer Agent in respect of the Receipts, the Depositary, in its respective capacities capacity under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision, and shall provide services as provided in the Certificate of Appointment of American Stock Transfer Agency & Trust Company, LLC as Transfer Agent and Service AgreementRegistrar, dated September 29, 2014January 2010, between the Corporation Company and the Depositary (the “Transfer Agency AgreementAppointment”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, mean the Depositary as the Transfer Agent and Registrar.
Appears in 2 contracts
Samples: Deposit Agreement (SVB Financial Group), Deposit Agreement (SVB Financial Group)
Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Trust Company, collectively as the Depositary and as the Registrar and Transfer Agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company hereby accepts such appointment, subject Subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) andAgreement, as such, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a which shall be affixed with the signature guarantee of the signature thereon by a guarantor institution which is a participant in a Medallion Signature Guarantee Program at a signature guarantee level acceptable to program approved by the Securities Transfer Agent (a “Signature Guarantee”), together with evidence of the payment of any taxes or charges as may be required by lawAssociation. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person person entitled thereto. With respect to the appointment of the Depositary as Registrar and Transfer Agent in respect of the Receipts, the Depositary, in its respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision, and shall provide services as provided in the Transfer Agency and Service Agreement, dated September 29, 2014, between the Corporation and the Depositary (the “Transfer Agency Agreement”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, also mean the Depositary as the Transfer Agent and Registrar. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 30 days next preceding any selection of Depositary Shares and Series A Preferred Stock to be redeemed and ending at the close of business on the day of the sending of notice of redemption, or (b) to transfer or exchange for another Receipt any Receipt called or being called for redemption in whole or in part except as provided in Section 2.8.
Appears in 1 contract
Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Trust Company, collectively collectively, as the Depositary and as the Registrar and Registrar, Transfer Agent and disbursing agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company hereby accepts accept such appointment, subject to the express terms and conditions of this Deposit Agreement (Agreement. Subject to the terms and no implied terms or conditions) andconditions of this Deposit Agreement, as such, the Transfer Agent shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorneyHolder, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, and including a signature guarantee of the signature thereon by a participant from an eligible guarantor institution participating in a Medallion Signature Guarantee Program at a signature guarantee level acceptable to program approved by the Securities Transfer Association, and any other evidence of authority that may be reasonably required by the Transfer Agent (a “Signature Guarantee”)Agent, together with (if applicable) evidence of the payment by the applicable party of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person person entitled thereto. With respect to the appointment appointments of the Depositary Computershare and Trust Company as Registrar and Registrar, Transfer Agent and disbursing agent in respect of the Receipts, the DepositaryComputershare and Trust Company, in its their respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business fifteen days next preceding any selection of Depositary Shares and shall provide services Series C Preferred Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption, or (b) to transfer or exchange for another Receipt any Receipt called or being called for redemption in whole or in part except as provided in the Transfer Agency and Service Agreement, dated September 29, 2014, between the Corporation and the Depositary (the “Transfer Agency Agreement”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, mean the Depositary as the Transfer Agent and RegistrarSection 2.8.
Appears in 1 contract
Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Trust Company, collectively collectively, as the Depositary and as the Registrar and Registrar, Transfer Agent and disbursing agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company hereby accepts accept such appointment, subject to the express terms and conditions of this Deposit Agreement (Agreement. Subject to the terms and no implied terms or conditions) andconditions of this Deposit Agreement, as such, the Transfer Agent shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorneyHolder, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, and including a signature guarantee of the signature thereon by a participant from an eligible guarantor institution participating in a Medallion Signature Guarantee Program at a signature guarantee level acceptable to program approved by the Securities Transfer Association, and any other evidence of authority that may be reasonably required by the Transfer Agent (a “Signature Guarantee”)Agent, together with (if applicable) evidence of the payment by the applicable party of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person person entitled thereto. With respect to the appointment appointments of the Depositary Computershare and Trust Company as Registrar and Registrar, Transfer Agent and disbursing agent in respect of the Receipts, the DepositaryComputershare and Trust Company, in its their respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business fifteen days next preceding any selection of Depositary Shares and shall provide services Series D Preferred Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption, or (b) to transfer or exchange for another Receipt any Receipt called or being called for redemption in whole or in part except as provided in the Transfer Agency and Service Agreement, dated September 29, 2014, between the Corporation and the Depositary (the “Transfer Agency Agreement”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, mean the Depositary as the Transfer Agent and RegistrarSection 2.8.
Appears in 1 contract
Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Trust Company, collectively as the Depositary and the Trust Company as the Registrar and Transfer Agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company hereby accepts such appointmentaccept their respective appointments, subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) and). The Trust Company, as suchRegistrar and Transfer Agent, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”), together with (if applicable) evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto. With respect to the appointment of the Depositary Trust Company as Registrar and Transfer Agent in respect of the Receipts, the DepositaryTrust Company, in its respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision, and shall provide services as provided in the Stock Transfer Agency and Service Agreement, dated September 29as of January 1, 20142004 (as amended or supplemented from time to time in accordance with the terms thereof), between the Corporation and the Depositary Trust Company (the “Transfer Agency Agreement”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, mean the Depositary as the Transfer Agent and Registrar.
Appears in 1 contract
Samples: Deposit Agreement (Wesbanco Inc)
Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Trust Company, collectively as the Depositary and as the Registrar and Registrar, Transfer Agent and disbursing agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company hereby accepts such appointment, subject to the express terms and conditions of this Deposit Agreement (Agreement. Subject to the terms and no implied terms or conditions) andconditions of this Deposit Agreement, as such, the Transfer Agent shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorneyHolder, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, and including a signature guarantee of the signature thereon by a participant from an eligible guarantor institution participating in a Medallion Signature Guarantee Program at a signature guarantee level acceptable to program approved by the Securities Transfer Association, and any other evidence of authority that may be reasonably required by the Transfer Agent (a “Signature Guarantee”)Agent, together with (if applicable) evidence of the payment by the applicable party of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person person entitled thereto. With respect to the appointment appointments of the Depositary Computershare as Registrar and Registrar, Transfer Agent and disbursing agent in respect of the Receipts, the DepositaryComputershare, in its respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business fifteen days next preceding any selection of Depositary Shares and shall provide services Series B Preferred Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption, or (b) to transfer or exchange for another Receipt any Receipt called or being called for redemption in whole or in part except as provided in the Transfer Agency and Service Agreement, dated September 29, 2014, between the Corporation and the Depositary (the “Transfer Agency Agreement”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, mean the Depositary as the Transfer Agent and RegistrarSection 2.8.
Appears in 1 contract
Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Trust Company, collectively as the Depositary and the Trust Company as the Registrar and Transfer Agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company hereby accepts such appointmentaccept their respective appointments, subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) and). The Trust Company, as suchRegistrar and Transfer Agent, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”), together with (if applicable) evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto. With respect to the appointment of the Depositary Trust Company as Registrar and Transfer Agent in respect of the Receipts, the DepositaryTrust Company, in its respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision, and shall provide services as provided in the Transfer Agency and Service Agreement, dated September 29July 1, 20142000, between the Corporation and the Depositary Trust Company (the “Transfer Agency Agreement”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, mean the Depositary as the Transfer Agent and Registrar.
Appears in 1 contract
Samples: Deposit Agreement (Pinnacle Financial Partners Inc)
Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Trust Company, collectively as the Depositary and as the Registrar and Transfer Agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company hereby accepts such appointment, subject Subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) andAgreement, the Depositary, as suchTransfer Agent and Registrar for the Receipts, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to and any other reasonable evidence of authority that may be required by the Transfer Agent (a “Signature Guarantee”)Agent, together with (if applicable) evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto. With respect to the appointment of the Depositary as Registrar and Transfer Agent in respect of the Receipts, the Depositary, in its respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision, and shall provide services as provided in the Transfer Agency and Service Agreement, dated September 29, 2014, between the Corporation and the Depositary (the “Transfer Agency Agreement”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, also mean the Depositary as the Transfer Agent and Registrar. The Depositary shall not be required (i) to issue, transfer or exchange any Receipts for a period beginning at the opening of business fifteen (15) days next preceding any selection of Depositary Shares and Preferred Stock to be redeemed and ending at the close of business on the day of the sending of notice of redemption, or (ii) to transfer or exchange for another Receipt any Receipt called or being called for redemption in whole or in part except as provided in Section 2.8.
Appears in 1 contract
Samples: Deposit Agreement (Pacwest Bancorp)
Registration of Transfer of Receipts. The Corporation hereby appoints Computershare and the Trust Company, collectively as the Depositary and as the Registrar and Transfer Agent for the Receipts and appoints Computershare as distribution agent for the Receipts, and each of Computershare and the Trust Company Depositary hereby accepts such appointment, subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) and, as such, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including which shall be affixed with a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”), together with evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto. With respect to the appointment of the Depositary as Registrar and Transfer Agent in respect of the Receipts, the Depositary, in its respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision, and shall provide services as provided in the Transfer Agency and Service Agreement, dated September 29, 2014, between the Corporation and the Depositary (the “Transfer Agency Agreement”), in the performance of its duties in such respective capacities. Any references to the Depositary herein shall, to the extent applicable, mean the Depositary as the Transfer Agent and Registrar. The Depositary may, but shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Series B Preferred Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption, or (b) to transfer or exchange for another Receipt any Receipt called or being called for redemption in whole or in part except as provided in Section 2.8.
Appears in 1 contract