Securities Depository; Share Certificates Clause Samples
The 'Securities Depository; Share Certificates' clause defines how a company's shares are held and evidenced, typically specifying whether shares are maintained in electronic form through a securities depository or issued as physical share certificates. In practice, this clause outlines the procedures for recording ownership, transferring shares, and the circumstances under which physical certificates may be issued or replaced. Its core function is to clarify the method of share ownership and transfer, reducing administrative burdens and risks associated with physical certificates while ensuring compliance with legal and regulatory requirements.
Securities Depository; Share Certificates. (a) If there is a Securities Depository, one certificate for all of the shares of each series of RP shall be issued to the Securities Depository and registered in the name of the Securities Depository or its nominee. Any such certificate shall bear a legend to the effect that such certificate is issued subject to the provisions contained in this Section 12.1. Unless the Trust shall have elected, during a Non-Payment Period, to waive this requirement, the Trust will also issue stop-transfer instructions to this effect to the Paying Agent for the shares of RP. Except as provided in paragraph (b) below, the Securities Depository or its nominee will be the Holder, and no Beneficial Owner shall receive certificates representing its ownership interest in such shares.
(b) If the Applicable Dividend Rate applicable to all shares of any series of RP shall be the Non-Payment Period Rate or there is no Securities Depository, the Trust may at its option issue one or more new certificates with respect to such shares (without the legend referred to in paragraph 10(a) of this Part II of Section 12.1) registered in the names of the Beneficial Owners or their nominees and rescind the stop-transfer instructions referred to in paragraph 10(a) of this Part II of Section 12.1 with respect to such shares.