Common use of Securities in Global Form Clause in Contracts

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated herein. Any endorsement of a Security in global form to reflect the amount, or any decrease in the amount, of Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as shall be specified in such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.08. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.

Appears in 18 contracts

Samples: Indenture (Flushing Financial Corp), Indenture (Hanmi Financial Corp), Indenture (Chemours Co)

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Securities in Global Form. If Securities of or within a series are issuable in whole or in part in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, then any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate or a specified amount of the Outstanding Securities Outstanding of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding of such series represented thereby may from time to time be reduced or increased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.03 or Section 2.083.04. Subject to the provisions of Section 2.06 3.03 and, if applicable, Section 2.083.04, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.03 or Section 2.08 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence paragraph of Section 2.06 3.03 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05Sections 2.01 and 3.07, unless otherwise specified as contemplated by Section 2.03(b)3.01, payment of principal of and any premium premium, if any, and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.

Appears in 14 contracts

Samples: Indenture (Interline Brands, Inc./De), Indenture (Interpublic Group of Companies Inc), Interline Brands, Inc./De

Securities in Global Form. If Securities of or within a series are issuable in whole or in part in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate or specified amount of Outstanding Securities Outstanding from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced or increased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby thereby, shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver any Security security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any Any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.2 hereof and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence paragraph of Section 2.06 3.3 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.063.3. Notwithstanding the provisions of Section 2.05Sections 2.1 and 3.7, unless otherwise specified as contemplated by Section 2.03(b)3.1, payment of principal of and any premium of, premium, if any, and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.

Appears in 13 contracts

Samples: Indenture (Universal Logistics Holdings, Inc.), Indenture (Pam Transportation Services Inc), Americas Carmart Inc

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (1011) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated herein. Any endorsement of a Security in global form to reflect the amount, or any decrease in the amount, of Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as shall be specified in such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.08. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.

Appears in 11 contracts

Samples: Indenture (NewAmsterdam Pharma Co N.V.), Indenture (Summit Financial Group, Inc.), Indenture (Acorda Therapeutics Inc)

Securities in Global Form. If Securities of or within a series are issuable in whole or in part in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate or specified amount of Outstanding Securities Outstanding from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced or increased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby thereby, shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver any Security security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any Any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.2 hereof and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence paragraph of Section 2.06 3.3 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence paragraph of Section 2.063.3. Notwithstanding the provisions of Section 2.052.1 and 3.7, unless otherwise specified as contemplated by Section 2.03(b)3.1, payment of principal of and any premium of, premium, if any, and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.

Appears in 10 contracts

Samples: Indenture (WaferGen Bio-Systems, Inc.), Indenture (Methes Energies International LTD), Indenture (Tengion Inc)

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)301, then, notwithstanding clause (10) of Section 2.03(b) 301 and the provisions of Section 2.05302, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form or in the a Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 103 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06303. Notwithstanding the provisions of Section 2.05Sections 201 and 307, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of (and any premium premium, if any) and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a global Security as shall be specified in a written statement, if any, of the Holder of such global Security, which is produced to the Security Registrar by such Holder. Global Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form.

Appears in 7 contracts

Samples: Indenture (Iveda Solutions, Inc.), Esports Entertainment (Esports Entertainment Group, Inc.), Indenture (Creatd, Inc.)

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in temporary or permanent global form. If Securities of or within a series Series are issuable in whole or in part in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding of such Series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced or increased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby thereby, shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.082.04. Subject to the provisions of Section 2.06 2.04 and, if applicable, Section 2.082.11, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order, if any. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any Any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 14.05 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence paragraph of Section 2.06 2.04 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 14.05 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence paragraph of Section 2.062.04. Notwithstanding the provisions of Section 2.053.01, unless otherwise specified as contemplated by Section 2.03(b)2.04, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified thereinin such Security. Neither the Company nor the Trustee shall have any responsibility or obligation to any Person claiming a beneficial ownership interest in the Securities under or through any clearing agency or any other Person which is not shown on the Security register as being a Registered Holder with respect to either the Securities, the accuracy of any records maintained by any such clearing agency, the payment by any such clearing agency or its participants of any amount in respect of the principal of or interest on the Securities, any notice which is permitted or required to be given under the Indenture, any consent given or other action taken by such clearing agency as Registered Holder, or any selection by such clearing agency of any Person to receive payment of principal, interest or other amounts payable on the Securities.

Appears in 6 contracts

Samples: Alerus Financial Corp, MidWestOne Financial Group, Inc., Alerus Financial Corp

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as and contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.053.1, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company's expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The Notwithstanding the provisions of the last sentence Section 3.7, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of Section 2.06 shall apply to principal of, any premium and interest on, any Security represented by a Security (i) in temporary form shall be made to the Person or Persons specified therein, and (ii) in global form if and registered in the name of a Depository or its nominee shall be made to the Depository or its nominee as the Holder of such Security was never issued global Security. Neither the Company nor the Trustee 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, or for maintaining, supervising or reviewing any records relating to beneficial ownership interests, and sold by each of the Company and the Company delivers to the Trustee may act or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated refrain from acting without liability on any information provided by the last sentence of Section 2.06Depository. Notwithstanding the provisions of Section 2.053.8 and except as provided in the preceding paragraph, unless otherwise specified as contemplated by Section 2.03(b)the Company, payment of principal of the Trustee and any premium and interest on any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in permanent registered form, the Holder of such global form shall be made Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to the persons or persons specified thereinSection 3.1.

Appears in 6 contracts

Samples: Indenture (Cit Group Inc), Indenture (Cit Group Inc), Indenture (Cit Group Inc)

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company's expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officer's Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Security, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 6 contracts

Samples: Trust Indenture (Safeco Corp), Trust Indenture (Safeco Corp), Trust Indenture (Safeco Corp)

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)301, then, notwithstanding clause (10) of Section 2.03(b) 301 and the provisions of Section 2.05302, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06303. Notwithstanding the provisions of Section 2.05Sections 201 and 307, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.

Appears in 6 contracts

Samples: Dynegy Capital Trust Iii, NGC Corp, Dynegy Capital Trust Iii

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company's expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officer's Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 5 contracts

Samples: Indenture (Delhaize America Inc), Ace LTD, Ace Ina Holdings Inc

Securities in Global Form. If Securities of a any series are issuable in global formas Global Securities, as specified as contemplated by Section 2.03(b)301, then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05301, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding of such series represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Global Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding of such series represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Global Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security in global form shall be in writing but need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 303 shall apply to any Security represented by a Global Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Global Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06303. Notwithstanding the provisions of Section 2.05Sections 201 and 307, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of and any premium and interest on any Global Security in permanent global form shall be made to the persons Person or persons Persons specified therein.. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a Global Security as shall be specified in a written statement of the Holder of such Global Security. ARTICLE THREE

Appears in 5 contracts

Samples: Mho, LLC, Indenture (M/I Homes of West Palm Beach, LLC), M/I Homes of Alabama, LLC

Securities in Global Form. Unless otherwise provided in or pursuant to the related Series Authorization, the Securities of a series shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.03 or Section 2.083.04 with respect thereto. Subject to the provisions of Section 2.06 3.03 and, if applicable, Section 2.083.04, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company’s expense, any Security in permanent global form in the manner and upon written instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.03 or Section 2.08 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but and, with respect to matters set forth in this Section 2.03, need not be represented accompanied by a Company Order or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.07, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to the related Series Authorization, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.08 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.01.

Appears in 5 contracts

Samples: Partnerre LTD, Indenture (PartnerRe Finance B LLC), Indenture (Partnerre LTD)

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Issuer Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Issuers’ expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Issuer Order. If a Company Issuer Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company Issuers with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Security, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Issuers, the Trustee and any agent of the Issuers or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 4 contracts

Samples: Indenture (Teekay Offshore Finance Corp.), Indenture (Teekay LNG Finance Corp.), Indenture (Teekay LNG Finance Corp.)

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Issuer Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Issuers’ expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Issuer Order. If a Company an Issuer Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company Issuers with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Security, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Issuers, the Trustee and any agent of the Issuers or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 4 contracts

Samples: Indenture (Teekay Offshore Finance Corp.), Indenture (Teekay LNG Finance Corp.), Indenture (Teekay LNG Finance Corp.)

Securities in Global Form. If the Company shall establish pursuant to Section 2.02 that the Securities of or within a series are issuable to be issued in whole or in part in global form, then the Company shall execute, and the Trustee shall, in accordance with Section 2.04 and the written order of the Company contemplated thereby, authenticate and deliver one or more global Securities in temporary or permanent form that (i) shall be registered in the name of the depositary for such global Security or Securities or the nominee of such depositary, (ii) shall be delivered by the Trustee to such depositary or pursuant to such depositary's instructions, and (iii) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as specified a whole by the depositary to a nominee of 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." Each depositary designated pursuant to Section 2.02 for a global Security in registered form must be, to the extent required by applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as contemplated by Section 2.03(b)amended, thenand any other applicable statute or regulation, notwithstanding at the time of its designation and at all times that it serves as depositary. Notwithstanding clause (1014) of Section 2.03(b) 2.02 and the provisions of Section 2.052.03, any such global Security in global form shall represent such of the outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of outstanding Securities Outstanding of such series from time to time endorsed thereon and that the aggregate amount of outstanding Securities Outstanding represented thereby may from time to time be reduced increased or decreased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in a global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the written order of the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.082.04. Subject to the provisions of Section 2.06 2.04 and, if applicable, Section 2.082.11, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Orderwritten order of the Company. If a written order of the Company Order pursuant to Section 2.06 or Section 2.08 2.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Sections 11.04 and 11.05 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of the third paragraph of Section 2.06 2.04 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Sections 11.04 and 11.05 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions third paragraph of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein2.04.

Appears in 4 contracts

Samples: Tci Communications Financing Iv, Tci Communications Financing Vi, Xl Capital LTD

Securities in Global Form. Unless otherwise provided in or pursuant to the related Series Authorization, the Securities of a series shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company's expense, any Security in permanent global form in the manner and upon written instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but and, with respect to matters set forth in this Section 2.3, need not be represented accompanied by a Company Order or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to the related Series Authorization, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 4 contracts

Samples: Indenture (Partnerre LTD), Indenture (Partnerre LTD), Indenture (Renaissancere Holdings LTD)

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)202 or Section 301, as the case may be, then, notwithstanding clause (10a)(8) of Section 2.03(b202 or clause (b)(9) of Section 301, as the case may be, and the provisions of Section 2.05401, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced or increased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order (or, in the case of Medium-Term Debt Securities, the Medium-Term Debt Securities Certificate) to be delivered to the Trustee pursuant to Section 2.06 402 or Section 2.08403. Subject to the provisions of Section 2.06 402 and, if applicable, Section 2.08403, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent definitive global bearer form in the manner and upon written instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company OrderOrder (or, in the case of Medium-Term Debt Securities, the Medium-Term Debt Securities Certificate). If a Company Order (or, in the case of Medium-Term Debt Securities, Medium-Term Debt Securities Certificate) pursuant to Section 2.06 402 or Section 2.08 403 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of the fifth paragraph of Section 2.06 402 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of the fifth paragraph of Section 2.06402. Notwithstanding the provisions of Section 2.05406, unless otherwise specified as contemplated by Section 2.03(b)202 or Section 301, as the case may be, payment of principal of and any premium and any interest on any Security in permanent definitive global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 407 and except as provided in the preceding paragraph, the Company, and any agent of the Company may, and the Trustee and any agent of the Trustee, at the direction of the Company, may treat a Person as the Holder of such principal amount of Outstanding Securities represented by a definitive global Security as shall be specified in a written statement of the Holder of such definitive global Security or, in the case of a definitive global Security in bearer form, of Euro-clear or CEDEL S.A. which is produced to the Trustee by such Person; provided, however, that none of the Company, the Trustee, the Security Registrar or any Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 3 contracts

Samples: Indenture (International Business Machines Corp), Washington Post Co, Washington Post Co

Securities in Global Form. If the Company shall establish pursuant to Section 3.1 that Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company’s expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 3 contracts

Samples: Indenture (Assured Guaranty US Holdings Inc.), Indenture (Assured Guaranty LTD), Indenture (Assured Guaranty US Holdings Inc.)

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)3.1, then, notwithstanding clause (1012) of Section 2.03(b) 3.1 and the provisions of Section 2.053.2, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in 16 global form shall be in writing but need not be represented by a Company Order comply with Section 1.2 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 3.3 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.063.3. Notwithstanding the provisions of Section 2.05Sections 2.1 and 3.7, unless otherwise specified as contemplated by Section 2.03(b)3.1, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security as shall be specified in a written statement of the Holder of such permanent global Security or, in the case of a permanent global Security in bearer form, of Euro-clear or CEDEL S.A. which is provided to the Trustee by such Person.

Appears in 3 contracts

Samples: United States Surgical Corp, United States Surgical Corp, United States Surgical Corp

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as and contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.053.1, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company’s expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06writing. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, any Security (i) in permanent global temporary form shall be made to the persons Person or persons Persons specified therein, and (ii) in global form and registered in the name of a Depository or its nominee shall be made to the Depository or its nominee as the Holder of such global Security. Neither the Company, the Agent nor the Trustee 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, or for maintaining, supervising or reviewing any records relating to beneficial ownership interests, and each of the Company and the Trustee may act or refrain from acting without liability on any information provided by the Depository. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee, and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 3 contracts

Samples: Cit Group Inc, Cit Group Inc, Cit Group Inc

Securities in Global Form. If the Company shall establish pursuant to Section 2.02 that the Securities of or within a series are issuable to be issued in whole or in part in global form, then the Company shall execute, and the Trustee shall, in accordance with Section 2.04 and the written order of the Company contemplated thereby, authenticate and deliver one or more global Securities in temporary or permanent form that (i) shall be registered in the name of the depositary for such global Security or Securities or the nominee of such depositary, (ii) shall be delivered by the Trustee to such depositary or pursuant to such depositary's instructions, and (iii) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as specified a whole by the depositary to a nominee of 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." Each depositary designated pursuant to Section 2.02 for a global Security in registered form must be, to the extent required by applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as contemplated by Section 2.03(b)amended, thenand any other applicable statute or regulation, notwithstanding at the time of its designation and at all times that it serves as depositary. Notwithstanding clause (1014) of Section 2.03(b) 2.02 and the provisions of Section 2.052.03, any such global Security in global form shall represent such of the outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of outstanding Securities Outstanding of such series from time to time endorsed thereon and that the aggregate amount of outstanding Securities Outstanding represented thereby may from time to time be reduced increased or decreased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in a global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the written order of the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.082.04. Subject to the provisions of Section 2.06 2.04 and, if applicable, Section 2.082.11, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Orderwritten order of the Company. If a written order of the Company Order pursuant to Section 2.06 or Section 2.08 2.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Sections 12.04 and 12.05 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of the third paragraph of Section 2.06 2.04 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.18

Appears in 3 contracts

Samples: Indenture (Tele Communications Inc /Co/), Indenture (Tele Communications Inc /Co/), Indenture (Tele Communications Inc /Co/)

Securities in Global Form. If the Company shall establish pursuant to Section 2.02 that the Securities of or within a series are issuable to be issued in whole or in part in global form, then the Company shall execute, and the Trustee shall, in accordance with Section 2.04 and the written order of the Company contemplated thereby, authenticate and deliver one or more global Securities in temporary or permanent form that (i) shall be registered, if in registered form, in the name of the depositary for such global Security or Securities or the nominee of such depositary, (ii) shall be delivered by the Trustee to such depositary or pursuant to such depositary's instructions, and (iii) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as specified 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." Each depositary designated pursuant to Section 2.02 for a global Security in registered form must be, to the extent required by applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as contemplated by Section 2.03(b)amended, thenand any other applicable statute or regulation, notwithstanding at the time of its designation and at all times that it serves as depositary. Notwithstanding clause (1014) of Section 2.03(b) 2.02 and the provisions of Section 2.052.03, any such global Security in global form shall represent such of the outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of outstanding Securities Outstanding of such series from time to time endorsed thereon and that the aggregate amount of outstanding Securities Outstanding represented thereby may from time to time be reduced increased or decreased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as shall be specified in such Security in global form therein or in the written order of the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.082.04. Subject to the provisions of Section 2.06 2.04 and, if applicable, Section 2.082.11, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.24

Appears in 3 contracts

Samples: Tele Communications Inc /Co/, Tci Communications Inc, Tele Communications Inc /Co/

Securities in Global Form. If Securities of or within a series are issuable in whole or in part in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, then any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate or a specified amount of the Outstanding Securities Outstanding of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding of such series represented thereby may from time to time be reduced or increased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Issuer Order to be delivered to the Trustee pursuant to Section 2.06 3.03 or Section 2.083.04. Subject to the provisions of Section 2.06 3.03 and, if applicable, Section 2.083.04, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Issuer Order. If a Company an Issuer Order pursuant to Section 2.06 3.03 or Section 2.08 3.04 has been, or simultaneously is, delivered, any instructions by the Company Issuers with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence paragraph of Section 2.06 3.03 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company Issuers and the Company delivers Issuers deliver to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05Sections 2.01 and 3.07, unless otherwise specified as contemplated by Section 2.03(b)3.01, payment of principal of and any premium and other amounts, if any, and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.

Appears in 3 contracts

Samples: Meristar Sub 7g (Meristar Hospitality Operating Partnership Lp), Indenture (Meristar Hospitality Corp), Meristar Hospitality Operating Partnership Lp

Securities in Global Form. If the Company shall establish pursuant to Section 2.02 that the Securities of or within a series are issuable to be issued in whole or in part in global form, then the Company shall execute, and the Trustee shall, in accordance with Section 2.04 and the written order of the Company contemplated thereby, authenticate and deliver one or more global Securities in temporary or permanent form that (i) shall be registered in the name of the depositary for such global Security or Securities or the nominee of such depositary, (ii) shall be delivered by the Trustee to such depositary or pursuant to such depositary's instructions, and (iii) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as specified a whole by the depositary to a nominee of 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." Each depositary designated pursuant to Section 2.02 for a global Security in registered form must be, to the extent required by applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as contemplated by Section 2.03(b)amended, thenand any other applicable statute or regulation, notwithstanding at the time of its designation and at all times that it serves as depositary. Notwithstanding clause (1014) of Section 2.03(b) 2.02 and the provisions of Section 2.052.03, any such global Security in global form shall represent such of the outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of outstanding Securities Outstanding of such series from time to time endorsed thereon and that the aggregate amount of outstanding Securities Outstanding represented thereby may from time to time be reduced increased or decreased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in a global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the written order of the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.082.04. Subject to the provisions of Section 2.06 2.04 and, if applicable, Section 2.082.11, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Orderwritten order of the Company. If a written order of the Company Order pursuant to Section 2.06 or Section 2.08 2.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Sections 12.04 and 12.05 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.18

Appears in 3 contracts

Samples: Tele Communications Inc /Co/, Tele Communications Inc /Co/, Tele Communications Inc /Co/

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinpursuant to a schedule thereto. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein, pursuant to Applicable Procedures, or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304 with respect thereto. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein, pursuant to Applicable Procedures, or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last immediately preceding sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06immediately preceding sentence. Notwithstanding the provisions of Section 2.05307, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. The Company, the Trustee, and each Agent shall have no responsibility for any actions taken or not taken by the Depository.

Appears in 3 contracts

Samples: Indenture (Firstmerit Corp /Oh/), Firstmerit Corp /Oh/, Firstmerit Corp /Oh/

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304 with respect thereto. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last immediately preceding sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06immediately preceding sentence. Notwithstanding the provisions of Section 2.05307, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE

Appears in 2 contracts

Samples: National City Corp, National City Corp

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are Series shall be issuable in global form, as specified as and contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.053.1, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such Series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company’s expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Notwithstanding the provisions of the last sentence Section 3.7, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of Section 2.06 shall apply to principal of, any premium and interest on, any Security represented by a Security (i) in temporary form shall be made to the Person or Persons specified therein, and (ii) in global form if and registered in the name of a Depository or its nominee shall be made to the Depository or its nominee as the Holder of such Security was never issued global Security. Neither the Company nor the Trustee 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, or for maintaining, supervising or reviewing any records relating to beneficial ownership interests, and sold by each of the Company and the Company delivers to the Trustee may act or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated refrain from acting without liability on any information provided by the last sentence of Section 2.06Depository. Notwithstanding the provisions of Section 2.053.8 and except as provided in the preceding paragraph, unless otherwise specified as contemplated by Section 2.03(b)the Company, payment of principal of the Trustee and any premium and interest on any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in permanent registered form, the Holder of such global form shall be made Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to the persons or persons specified thereinSection 3.1.

Appears in 2 contracts

Samples: Reconciliation and Tie (RJE Telecom of California, Inc.), Reconciliation And (RJE Telecom of California, Inc.)

Securities in Global Form. If Securities of or within a series are issuable in whole or in part in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, then any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate or a specified amount of the Outstanding Securities Outstanding of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding of such series represented thereby may from time to time be reduced or increased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.03 or Section 2.083.04. Subject to the provisions of Section 2.06 3.03 and, if applicable, Section 2.083.04, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.03 or Section 2.08 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence paragraph of Section 2.06 3.03 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05Sections 2.01 and 3.07, unless otherwise specified as contemplated by Section 2.03(b)3.01, payment of principal of and any premium and other amounts, if any, and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.

Appears in 2 contracts

Samples: Triarc Companies Inc, Triarc Companies Inc

Securities in Global Form. If the Company shall establish pursuant to Section 2.02 that the Securities of or within a series are issuable to be issued in whole or in part in global form, then the Company shall execute, and the Trustee shall, in accordance with Section 2.04 and the written order of the Company contemplated thereby, authenticate and deliver one or more global Securities in temporary or permanent form that (i) shall be registered in the name of the depositary for such global Security or Securities or the nominee of such depositary, (ii) shall be delivered by the Trustee to such depositary or pursuant to such depositary's instructions, and (iii) shall bear a legend substantially to the following effect: "UNLESS AND UNTIL IT IS EXCHANGED IN 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 ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY." Each depositary designated pursuant to Section 2.02 for a global Security in registered form must be, to the extent required by applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as specified amended, and any other applicable statute or regulation, at the time of its designation and at all times that it serves as contemplated by Section 2.03(b), then, notwithstanding depositary. Notwithstanding clause (1014) of Section 2.03(b) 2.02 and the provisions of Section 2.052.03, any such global Security in global form shall represent such of the outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of outstanding Securities Outstanding of such series from time to time endorsed thereon and that the aggregate amount of outstanding Securities Outstanding represented thereby may from time to time be reduced increased or decreased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in a global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the written order of the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.082.04. Subject to the provisions of Section 2.06 2.04 and, if applicable, Section 2.082.11, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Orderwritten order of the Company. If a written order of the Company Order pursuant to Section 2.06 or Section 2.08 2.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Sections 11.04 and 11.05 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of the third paragraph of Section 2.06 2.04 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Sections 11.04 and 11.05 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions third paragraph of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein2.04.

Appears in 2 contracts

Samples: Circus Finance Ii, Circus Finance Ii

Securities in Global Form. If Securities any Security of a series are is issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding of such Series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding of such Series represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar and in such manner and upon instructions given by such person or persons as shall be specified in such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.08Security. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any Any instructions by the Company Issuer with respect to endorsement or delivery or redelivery of a Security in global form form, after its initial issuance, shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counselcomply with Section 102. The provisions of the last sentence of Section 2.06 shall apply Unless otherwise provided with respect to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount series of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of Global Securities shall be issuable only in registered form without coupons, and any premium and interest on any may be issued in either temporary or permanent form. Any Security issued in permanent global form shall bear the following legend: THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. If a Global Security is to be made to held by The Depository Trust Company, then such Security shall bear such additional legend(s) as may be required by the persons or persons specified thereinDepository Trust Company in connection with such Security.

Appears in 2 contracts

Samples: Indenture (Sovran Acquisition LTD Partnership), Sovran Acquisition LTD Partnership

Securities in Global Form. If Securities of a series are issuable in global formas a Global Security, as specified as contemplated by Section 2.03(b)2.03(a) hereof, then, notwithstanding clause (109) of Section 2.03(b2.03(a) hereof and the provisions of Section 2.052.03(b) hereof, any such Global Security in global form shall represent such of the outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate principal amount of outstanding Securities Outstanding from time to time endorsed thereon or otherwise notated on the books and records of the Registrar and that the aggregate principal amount of outstanding Securities Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinand redemptions. Any endorsement of a Global Security in global form to reflect the amount, aggregate principal amount of any increase or any decrease in the amount, amount of outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons the Holder thereof as shall be specified in such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.08. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given required by the person or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, hereof. Global Securities may be issued in either registered or simultaneously is, delivered, any instructions by the Company with respect to endorsement bearer form and in either temporary or delivery or redelivery of a Security permanent form. Permanent Global Securities will be issued in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counseldefinitive form. The provisions of the last sentence of Section 2.06 2.04 hereof shall apply to any Security represented by a Global Security in global form if such Security was never issued and sold by the Company Company, and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 13.04 or 13.05 hereof and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.062.04 hereof. Notwithstanding the provisions of Section 2.05Sections 2.02 and 2.14 hereof, unless otherwise specified as contemplated by Section 2.03(b)2.03(a) hereof, payment of principal of and any premium and interest on any Global Security in permanent global form shall be made to the persons person or persons specified therein. None of the Company, the Guarantor, if any, the Trustee of such series of Securities, any Paying Agent or Registrar 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 or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 2 contracts

Samples: Indenture (NCS of Illinois Inc), Ail Technologies Inc

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 304 or Section 2.08305 with respect thereto. Subject to the provisions of Section 2.06 304 and, if applicable, Section 2.08305, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 304 or Section 2.08 305 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last immediately preceding sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05308, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.. Notwithstanding the provisions of Section 309, and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE

Appears in 2 contracts

Samples: Subordinated Indenture (Southern First Bancshares Inc), Subordinated Indenture (Southern First Bancshares Inc)

Securities in Global Form. If If, pursuant to Section 301, Securities of a series are shall be issuable in temporary or permanent global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in therein or pursuant to Section 301 with respect to such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304 with respect thereto. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the person Person or persons Persons specified in therein or pursuant to Section 301 with respect to such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 (with respect to Outstanding Securities) or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a or contained in an Officer’s Certificate of the Company Order and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 2.06 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers this Indenture with respect to the Securities of such series, the Trustee or the shall deliver and redeliver such global Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 2.06305. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b)307, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the persons Person in whose name such Security is registered. Notwithstanding anything to the contrary in this Indenture, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or persons (ii) in the case of a global Security in bearer form, the Person or Persons specified therein.pursuant to Section 301. ARTICLE THREE

Appears in 2 contracts

Samples: Indenture (W. P. Carey Inc.), Indenture (American Honda Finance Corp)

Securities in Global Form. If Securities securities of or within a series are issuable in whole or in part in temporary or permanent global form, as specified as contemplated by Section 2.03(b)3.1, then, notwithstanding clause (10) 8) of Section 2.03(b3.1(b) and the provisions of Section 2.053.2, any such Security in global form shall represent such of the Securities outstanding securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby thereby, shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any Any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.2 hereof and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence paragraph of Section 2.06 3.3 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence paragraph of Section 2.063.3. Notwithstanding the provisions of Section 2.05Sections 2.1 and 3.7, unless otherwise specified as contemplated by Section 2.03(b)3.1, payment of principal of of, premium, if any, and any premium and interest interest, if any, on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.

Appears in 2 contracts

Samples: Ual Corp /De/, Ual Corp /De/

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated herein. Any endorsement of a Security in global form to reflect the amount, or any decrease in the amount, of Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as shall be specified in such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.08. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.

Appears in 2 contracts

Samples: Indenture (Citizens & Northern Corp), Indenture (Citizens & Northern Corp)

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company's expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officer's Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 2 contracts

Samples: Ace LTD, Ace Ina Holdings Inc

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.04 or Section 2.083.05 with respect thereto. Subject to the provisions of Section 2.06 3.04 and, if applicable, Section 2.083.05, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.04 or Section 2.08 3.05 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. The provisions of the last immediately preceding sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b)3.08, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.. Notwithstanding the provisions of Section 3.09, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security, the Holder of such permanent global Security in registered form. ARTICLE THREE

Appears in 2 contracts

Samples: Eagle Bancorp Inc, Eagle Bancorp Inc

Securities in Global Form. If Securities of or within a series Series are issuable in whole or in part in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced or increased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby thereby, shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order order to be delivered to the Trustee pursuant to Section 2.06 2.4 or Section 2.082.11. Subject to the provisions of Section 2.06 2.4 and, if applicable, Section 2.082.11, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Orderorder. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any Any instructions by the Company with respect to endorsement or delivery deliver or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 11.5 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence paragraph of Section 2.06 2.4 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 11.5 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence paragraph of Section 2.062.4. Notwithstanding the provisions of Section 2.053.1, unless otherwise specified as contemplated by Section 2.03(b)2.4, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.in such Security. ARTICLE THREE

Appears in 2 contracts

Samples: Joy Global Inc, Indenture (Office Depot Inc)

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.03 or Section 2.083.04 with respect thereto. Subject to the provisions of Section 2.06 3.03 and, if applicable, Section 2.083.04, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company's expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.03 or Section 2.08 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.07, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Security, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein.

Appears in 2 contracts

Samples: Securities Indenture (Western Wireless Corp), Securities Indenture (Western Wireless Corp)

Securities in Global Form. If Securities of a series are issuable in temporary or permanent global form, as specified as contemplated by Section 2.03(b2.3(a), then, notwithstanding clause (10) of Section 2.03(b2.3(a) and the provisions of Section 2.052.3(b), any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon or otherwise notated on the books and records of the Registrar and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, amount of any increase or any decrease in the amount, amount of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 2.4 or Section 2.082.11. Subject to the provisions of Section 2.06 2.4 and, if applicable, Section 2.082.11, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person or persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 2.4 or Section 2.08 2.11 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or other notation on the books and records of the Registrar or delivery or redelivery of a Security of such series in global form shall be in writing but need not be represented by a Company Order comply with Section 12.4 or 12.5 and need not be accompanied by an Opinion of CounselCounsel (except as required by Section 2.4). The provisions of the last sentence of Section 2.06 2.4 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company Company, and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 12.4 or 12.5 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount Principal Amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.062.4. Notwithstanding the provisions of Section 2.05Sections 2.1 and 2.13, unless otherwise specified as contemplated by Section 2.03(b2.3(a), payment of principal Principal of and any premium and interest on any Security in permanent global form shall be made to the persons person or persons specified therein.

Appears in 2 contracts

Samples: Indenture (Litton Industries Inc), Indenture (Litton Industries Inc)

Securities in Global Form. If Securities of a series are issuable in global formas a Global Security, as specified as contemplated by Section 2.03(b)2.03(a) hereof, then, notwithstanding clause (109) of Section 2.03(b2.03(a) hereof and the provisions of Section 2.052.03(b) hereof, any such Global Security in global form shall represent such of the outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate principal amount of outstanding Securities Outstanding from time to time endorsed thereon or otherwise notated on the books and records of the Registrar and that the aggregate principal amount of outstanding Securities Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinand redemptions. Any endorsement of a Global Security in global form to reflect the amount, aggregate principal amount of any increase or any decrease in the amount, amount of outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons the Holder thereof as shall be specified in such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.08. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given required by the person or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, hereof. Global Securities may be issued in either registered or simultaneously is, delivered, any instructions by the Company with respect to endorsement bearer form and in either temporary or delivery or redelivery of a Security permanent form. Permanent Global Securities will be issued in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counseldefinitive form. The provisions of the last sentence of Section 2.06 2.04 hereof shall apply to any Security represented by a Global Security in global form if such Security was never issued and sold by the Company Company, and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 14.04 or 14.05 hereof and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.062.04 hereof. Notwithstanding the provisions of Section 2.05Sections 2.02 and 2.14 hereof, unless otherwise specified as contemplated by Section 2.03(b)2.03(a) hereof, payment of principal of and any premium and interest on any Global Security in permanent global form shall be made to the persons person or persons specified therein. None of the Company, the Guarantor, if any, the Trustee of such series of Securities, any Paying Agent or Registrar 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 or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 2 contracts

Samples: Indenture (NCS of Illinois Inc), Ail Technologies Inc

Securities in Global Form. If the Company shall establish pursuant to Section 2.02 that the Securities of or within a series are issuable to be issued in whole or in part in global form, then the Company shall execute, and the Trustee shall, in accordance with Section 2.04 and the written order of the Company contemplated thereby, authenticate and deliver one or more global Securities in temporary or permanent form that (i) shall be registered, if in registered form, in the name of the depositary for such global Security or Securities or the nominee of such depositary, (ii) shall be delivered by the Trustee to such depositary or pursuant to such depositary's instructions, and (iii) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as specified 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." Each depositary designated pursuant to Section 2.02 for a global Security in registered form must be, to the extent required by applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as contemplated by Section 2.03(b)amended, thenand any other applicable statute or regulation, notwithstanding at the time of its designation and at all times that it serves as depositary. Notwithstanding clause (1014) of Section 2.03(b) 2.02 and the provisions of Section 2.052.03, any such global Security in global form shall represent such of the outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of outstanding Securities Outstanding of such series from time to time endorsed thereon and that the aggregate amount of outstanding Securities Outstanding represented thereby may from time to time be reduced increased or decreased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as shall be specified in such Security in global form therein or in the written order of the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.082.04. Subject to the provisions of Section 2.06 2.04 and, if applicable, Section 2.082.11, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person or persons specified in such Security in global form therein or in the applicable Company Orderwritten order of the Company. If a written order of the Company Order pursuant to Section 2.06 or Section 2.08 2.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Sections 10.04 and 10.05 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of the third paragraph of Section 2.06 2.04 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Sections 10.04 and 10.05 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions third paragraph of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein2.04.

Appears in 2 contracts

Samples: Tele Communications Inc /Co/, Tele Communications Inc /Co/

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in therein or pursuant to Section 301 with respect to such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304 with respect thereto. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in therein or pursuant to Section 301 with respect to such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 2.06 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers this Indenture with respect to the Securities of such series, the Trustee or the shall deliver and redeliver such global Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 2.06305. Notwithstanding the provisions of Section 2.05307, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein.. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE

Appears in 2 contracts

Samples: Indenture (KKR Financial Holdings LLC), KKR Financial Holdings IV, LLC

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)3.1, then, notwithstanding clause (1012) of Section 2.03(b) 3.1 and the provisions of Section 2.053.2, 15 any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.2 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 3.3 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.063.3. Notwithstanding the provisions of Section 2.05Sections 2.1 and 3.7, unless otherwise specified as contemplated by Section 2.03(b)3.1, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security as shall be specified in a written statement of the Holder of such permanent global Security or, in the case of a permanent global Security in bearer form, of Euro-clear or CEDEL S.A. which is provided to the Trustee by such Person.

Appears in 2 contracts

Samples: United States Surgical Corp, United States Surgical Corp

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges exchanges, redemptions or transfer of beneficial interests in such from one Global Security in global form for Securities of such series as contemplated hereinto another Global Security. Any endorsement of a any Global Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities as is represented by a Global Security in the case of a Global Security in registered form, the Holder of such Global Security in registered form. Each Global Security shall bear a legend in substantially the following form (unless otherwise specified by the Depositary): “THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

Appears in 2 contracts

Samples: Indenture (WaferGen Bio-Systems, Inc.), And (Delcath Systems Inc)

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges exchanges, redemptions or transfer of beneficial interests in such from one Global Security in global form for Securities of such series as contemplated hereinto another Global Security. Any endorsement of a any Global Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein.. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities as is represented by a Global Security in the case of a Global Security in registered form, the Holder of such Global Security in registered form. Each Global Security shall bear a legend in substantially the following form (unless otherwise specified by the Depositary):

Appears in 2 contracts

Samples: Indenture (JMP Group LLC), Indenture (JMP Group LLC)

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)3.01, then, notwithstanding clause (10) of Section 2.03(b) 3.01 and the provisions of Section 2.053.02, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinor redemptions. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form or in the a Company Order to be delivered to the Trustee pursuant to Section 2.06 3.03 or Section 2.083.04. Subject to the provisions of Section 2.06 3.03 and, if applicable, Section 2.083.04, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form or in the applicable Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to an agreement between the Trustee and the Depositary. If a Company Order pursuant to Section 2.06 3.03 or Section 2.08 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.03 and need not be accompanied by an Opinion of Counsel. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, 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 beneficial owner of any Security. Notwithstanding Section 3.05, except as otherwise specified in a Board Resolution or supplemental indenture, as contemplated by Section 3.01, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified in a Board Resolution or supplemental indenture, as contemplated by Section 3.01, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 1.03 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series is to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security 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) 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 payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 3.05, except as otherwise specified in a Board Resolution or supplemental indenture, as contemplated by Section 3.01, transfers of a Security issued in global form 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 Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, either (1) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series and a successor Depositary is not appointed by the Company within 90 days of such notice, (2) an Event of Default has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines not to have the Securities of such series represented by a global Security. In connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 2.03, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 2.03, the global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records kept by the Depositary relating to Securities of any series, or for payments made on account of Securities of any series, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 2.06 3.03 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.063.03. Notwithstanding the provisions of Section 2.05Sections 2.01 and 3.07, unless otherwise specified as contemplated by Section 2.03(b)3.01, payment of principal of and any of, premium (if any) and interest on or any Additional Amounts with respect to any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.. Notwithstanding the provisions of Section 3.08 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a global Security as shall be specified in a written statement, if any, of the Holder of such global Security which is produced to the Security Registrar by such Holder. Global Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form. ARTICLE THREE THE SECURITIES

Appears in 2 contracts

Samples: Indenture (Primero Gas Marketing Co Inc), Primero Gas Marketing Co Inc

Securities in Global Form. If Securities of or within a series Series are issuable in whole or in part in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced or increased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby thereby, shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order order to be delivered to the Trustee pursuant to Section 2.06 2.4 or, if applicable, 2.8 or Section 2.082.11. Subject to the provisions of Section 2.06 2.4 and, if applicable, Section 2.082.8 or 2.11, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Orderorder. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any Any instructions by the Company with respect to endorsement or delivery deliver or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 11.5 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence second paragraph of Section 2.06 2.4 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 11.5 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence paragraph of Section 2.062.4. Notwithstanding the provisions of Section 2.053.1, unless otherwise specified as contemplated by Section 2.03(b)2.4, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.in such Security. ARTICLE THREE

Appears in 2 contracts

Samples: Indenture (Max Re Capital LTD), Max USA Holdings Ltd.

Securities in Global Form. If Securities of a series -------------------------- are issuable in global form, as specified as contemplated by Section 2.03(b)301, then, notwithstanding clause (10) of Section 2.03(b) 301 and the provisions of Section 2.05302, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form or in the a Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counselcomply with Section 103 except as set forth in said Section 303 or 304. The provisions of the last sentence of Section 2.06 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06303. Notwithstanding the provisions of Section 2.05Sections 201 and 307, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of (and any premium premium, if any) and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a global Security as shall be specified in a written statement, if any, of the Holder of such global Security. Global Securities shall be issued in either registered form.

Appears in 2 contracts

Samples: Indenture (National Service Industries Inc), Indenture (National Service Industries Inc)

Securities in Global Form. If the Company shall establish pursuant to Section 2.02 that the Securities of or within a series are issuable to be issued in whole or in part in global form, then the Company shall execute, and the Trustee shall, in accordance with Section 2.04 and the written order of the Company contemplated thereby, authenticate and deliver one or more global Securities in temporary or permanent form that (i) shall be registered, if in registered form, in the name of the depositary for such global Security or Securities or the nominee of such depositary, (ii) shall be delivered by the Trustee to such depositary or pursuant to such depositary's instructions, and (iii) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as specified 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." Each depositary designated pursuant to Section 2.02 for a global Security in registered form must be, to the extent required by applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as contemplated by Section 2.03(b)amended, thenand any other applicable statute or regulation, notwithstanding at the time of its designation and at all times that it serves as depositary. Notwithstanding clause (1014) of Section 2.03(b) 2.02 and the provisions of Section 2.052.03, any such global Security in global form shall represent such of the outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of outstanding Securities Outstanding of such series from time to time endorsed thereon and that the aggregate amount of outstanding Securities Outstanding represented thereby may from time to time be reduced increased or decreased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as shall be specified in such Security in global form therein or in the written order of the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.082.04. Subject to the provisions of Section 2.06 2.04 and, if applicable, Section 2.082.11, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person or persons specified in such Security in global form therein or in the applicable Company Orderwritten order of the Company. If a written order of the Company Order pursuant to Section 2.06 or Section 2.08 2.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Sections 11.04 and 11.05 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.24

Appears in 2 contracts

Samples: Tci Communications Inc, Tele Communications Inc /Co/

Securities in Global Form. If Securities of a series are ------------------------- issuable in global form, as specified as contemplated by pursuant to Section 2.03(b)2.1, then, notwithstanding clause (10h) of Section 2.03(b) 2.1 and the provisions of Section 2.052.2, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon written instructions given by such person Person or persons Persons as shall be specified in such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 2.3 or Section 2.082.4. Subject to the provisions of Section 2.06 2.3 and, if applicable, Section 2.082.4, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the person Person or persons Persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 2.3 or Section 2.08 2.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 14.6 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05Sections 2.13 and 2.9, unless otherwise specified as contemplated by pursuant to Section 2.03(b)2.1, payment of principal of and any premium and any interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein. The holders of beneficial interests in any temporary or permanent global Security shall have no rights under this Indenture with respect to any global Security held on their behalf by a U.S. Depository or Common Depository, as the case may be, and such U.S. Depository or Common Depository, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the 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 or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a U.S. Depository or Common Depository, as the case may be, or impair, as between a U.S. Depository or Common, as the case may be, and holders of beneficial interests in any temporary or permanent global Security as the case may be, the operation of customary practices governing the exercise of the rights of a Holder of a Security of any series, 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. None of the Company, the Trustee, any Paying Agent or the Security Registrar 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 or for supervising or reviewing any records relating to such beneficial ownership interests. Each U.S. Depository designated pursuant to Section 2.1 for a global Security in registered form must, at the time of its designation and at all times while it serves as U.S. Depository, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation.

Appears in 2 contracts

Samples: Usx Corp, Usx Capital Trust I

Securities in Global Form. (a) If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)2.02 or Section 3.01, as the case may be, then, notwithstanding clause (10a)(viii) of Section 2.03(b2.02 or clause (b)(ix) of Section 3.01, as the case may be, and the provisions of Section 2.054.01, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced or increased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order (or, in the case of Medium-Term Debt Securities, the Medium-Term Debt Securities Certificate) to be delivered to the Trustee pursuant to Section 2.06 4.02 or Section 2.084.03. Subject to the provisions of Section 2.06 4.02 and, if applicable, Section 2.084.03, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent definitive global bearer form in the manner and upon written instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company OrderOrder (or, in the case of Medium-Term Debt Securities, the Medium-Term Debt Securities Certificate). If a Company Order (or, in the case of Medium-Term Debt Securities, Medium-Term Debt Securities Certificate) pursuant to Section 2.06 4.02 or Section 2.08 4.03 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.

Appears in 2 contracts

Samples: Indenture (International Business Machines Corp), Ibm International Group Capital LLC

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)301, then, notwithstanding clause (10) of Section 2.03(b) 301 and the provisions of Section 2.05302, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form or in the a Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 103 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06303. Notwithstanding the provisions of Section 2.05Sections 201 and 307, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of (and any premium premium, if any) and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a global Security as shall be specified in a written statement, if any, of the Holder of such global Security, which is produced to the Security Registrar by such Holder. Global Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form. SECTION 204. BOOK-ENTRY SECURITIES. Notwithstanding any provision of this Indenture to the contrary:

Appears in 2 contracts

Samples: Indenture (Pilgrims Pride Corp), Indenture (Pilgrims Pride Corp)

Securities in Global Form. Unless otherwise provided in or pursuant to the related Series Authorization, the Securities of a series shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order or the Guarantor Order, as the case may be, to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company’s or the Guarantor’s expense, as the case may be, any Security in permanent global form in the manner and upon written instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order or Guarantor Order, as the case may be. If a Company Order or Guarantor Order, as the case may be, pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company or the Guarantor, as the case may be, with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but and, with respect to matters set forth in this Section 2.3, need not be represented accompanied by a Company Order or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to the related Series Authorization, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein.. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1. The form of notation of Guarantee to be endorsed on any Security issued pursuant to this Indenture shall be substantially as follows:

Appears in 2 contracts

Samples: Validus Holdings (UK) PLC, Validus Holdings (UK) PLC

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company's expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein.

Appears in 2 contracts

Samples: Homeside Lending Inc, Homeside Lending Inc

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company's expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officer's Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Guarantors, the Trustee and any agent of the Company, the Guarantors or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 2 contracts

Samples: Indenture (FCC Acquisitions Corp), Performance Materials I Inc

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Issuer Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304 with respect thereto. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Issuer Order. If a Company an Issuer Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company Issuer with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05307, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein.. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE

Appears in 2 contracts

Samples: Indenture (Highwoods Forsyth L P), Indenture (Reckson Associates Realty Corp)

Securities in Global Form. If Except as provided herein, the Securities shall be issued in the form of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any one or more permanent Global Securities. Any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate principal amount of all Outstanding Securities Outstanding (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate principal amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Corporation Order to be delivered to the Trustee pursuant to Section 2.06 3.02 – Execution, Authentication and Delivery or Section 2.083.04 – Temporary Securities with respect thereto. Subject to the provisions of Section 2.06 3.02 – Execution, Authentication and Delivery and, if applicable, Section 2.083.04 – Temporary Securities, the Trustee or the Security Registrar Trustees shall deliver and redeliver redeliver, in each case at the Corporation’s expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Corporation Order. If a Company Corporation Order pursuant to Section 2.06 3.02 – Execution, Authentication and Delivery or Section 2.08 3.04 – Temporary Securities has been, or simultaneously is, delivered, any instructions by the Company Corporation with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of of, and any premium and interest on on, any Global Security in permanent global form shall be made to the persons Holder thereof, unless otherwise specified in or persons specified thereinpursuant to this Indenture or such Security. Securities offered and sold in their initial distribution in reliance on Rule 144A shall be issued in the form of one or more Global Securities (“Rule 144A Global Securities”) deposited with the Global Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC, duly executed by the Corporation and authenticated by the Trustees as herein provided, for credit by the Depositary to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). The aggregate principal amount of any Rule 144A Global Security may from time to time be increased or decreased by adjustments made by a Registrar on the Security Register, as hereinafter provided. Securities offered and sold in their initial distribution in reliance on Regulation S shall be issued in the form of one or more Global Securities (“Regulation S Global Securities”) deposited with the Global Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC, duly executed by the Corporation and authenticated by the Trustees as herein provided, for credit by the Depositary to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). The aggregate principal amount of any Regulation S Global Security may from time to time be increased or decreased by adjustments made by a Registrar on the Security Register, as hereinafter provided. Members of, or Participants and account holders in, DTC (the “Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, a Trustee or any custodian of the Depositary, or under the Global Security, and the Depositary or its nominee may be treated by the Corporation, each Trustee, each Agent and any agent of the Corporation or a Trustee or any Agent as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, a Trustee, each Agent or any agent of the Corporation or a Trustee or any Agent, from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Agent Members, on the other hand, the operation of customary practices governing the exercise of the rights of a Holder of any Global Security (or of the rights of a holder of a beneficial interest in any Global Security).

Appears in 2 contracts

Samples: sec.report, sec.report

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 2 contracts

Samples: Inmc Mortgage Holdings Inc, Inmc Mortgage Holdings Inc

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)301, then, notwithstanding clause (10) of Section 2.03(b) 301 and the provisions of Section 2.05302, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form or in the a Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form or in the applicable Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representation or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 103 and need not be accompanied by an Opinion of Counsel. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, 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 beneficial owner of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; PROVIDED, HOWEVER, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series is to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security 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) 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 payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form 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 Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, either (1) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series and a successor Depositary is not appointed by the Company within 90 days of such notice, (2) an Event of Default has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines not to have the Securities of such series represented by a global Security. In connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 203, the global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 2.06 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06303. Notwithstanding the provisions of Section 2.05Sections 201 and 307, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of (and any premium premium, if any) and interest on and any Additional Amounts with respect to any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a global Security as shall be specified in a written statement, if any, of the Holder of such global Security, which is produced to the Security Registrar by such Holder. Global Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form. ARTICLE THREE THE SECURITIES

Appears in 2 contracts

Samples: Satisfaction And (Midcoast Energy Resources Inc), Midcoast Energy Resources Inc

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Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)202 or Section 301, as the case may be, then, notwithstanding clause (10a)(8) of Section 2.03(b202 and clause (a)(8) of Section 202 as it applies to Section 301 and the provisions of Section 2.05401, any such global Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced or increased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order (or, in the case of Medium-Term Debt Securities, the Medium-Term Debt Securities Certificate) to be delivered to the Trustee pursuant to Section 2.06 402 or Section 2.08403. Subject to the provisions of Section 2.06 402 and, if applicable, Section 2.08403, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent definitive global bearer form in the manner and upon written instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company OrderOrder (or, in the case of Medium-Term Debt Securities, the Medium-Term Debt Securities Certificate). If a Company Order (or, in the case of Medium-Term Debt Securities, Medium-Term Debt Securities Certificate) pursuant to Section 2.06 402 or Section 2.08 403 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of the fifth paragraph of Section 2.06 402 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of the fifth paragraph of Section 2.06402. Notwithstanding the provisions of Section 2.05406, unless otherwise specified as contemplated by Section 2.03(b)202 or Section 301, as the case may be, payment of principal of and any premium and any interest on any Security in permanent definitive global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 407 and except as provided in the preceding paragraph, if so specified as contemplated by Section 202 or Section 301, as the case may be, with respect to the Securities of any series, the Company, and any agent of the Company may, and the Trustee and any agent of the Trustee, at the direction of the Company, may treat a Person having a beneficial interest in a definitive global Security as the Holder of such principal amount of Outstanding Securities of such Series represented by such definitive global Security as shall be specified in a written statement of the Holder of such definitive global Security or, in the case of a definitive global Security in bearer form, of Euro-clear or CEDEL S.A. which is produced to the Trustee by such Person; provided, however, that none of the Company, the Trustee, the Security Registrar or any Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 2 contracts

Samples: Manor Care (Manor Care Inc/New), Manor Care Inc/New

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or shall make available for delivery and redelivery, in each case at the Security Registrar shall deliver and redeliver Company's expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts with respect to, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 2 contracts

Samples: Indenture (Cox Radio Inc), Cox Radio Inc

Securities in Global Form. If the Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of the Securities Outstanding from time to time endorsed thereon and that the aggregate amount of the Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for the Securities of such series as contemplated herein. Any endorsement of a Security in global form to reflect the amount, or any decrease in the amount, of the Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as shall be specified in such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.08. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of the Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.

Appears in 2 contracts

Samples: Indenture (Biomimetic Therapeutics, Inc.), Indenture (Biomimetic Therapeutics, Inc.)

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company's expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 2 contracts

Samples: Jabil Circuit Inc, Jabil Circuit Inc

Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges or increased to reflect the issuance of beneficial interests in such Security in global form for Securities of such series as contemplated hereinadditional Securities. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons, as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3. Neither the Trustee nor any agent of the Company or Section 2.08the Trustee shall have responsibility for any actions taken or not taken by the Depositary. Subject The Company initially appoints the Trustee to act as the Security Registrar and Paying Agent and to act as Securities Custodian with respect to the provisions global Securities. The Trustee and each Agent are hereby authorized to act in accordance with Applicable Procedures as to each global Security and the Depositary. None of Section 2.06 andthe Company, the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner of a global Security, a Depositary participant or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant thereof or Depositary participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, Depositary participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or offer to purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a global Security). The rights of beneficial owners in any global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Company, the Trustee and the Agents may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Depositary participants, participants and any beneficial owners. The Company, the Trustee and the Agents shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if applicableany, Section 2.08and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Company, the Trustee or the Security Registrar Agents shall deliver and redeliver have any Security in permanent global form in responsibility or liability for any acts or omissions of the manner and upon instructions given by the person or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any instructions by the Company Depositary with respect to endorsement such global 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 Depositary participant or delivery between or redelivery among the Depositary, any such Depositary participant and/or any holder or owner of a Security beneficial interest in such global form shall be Security, or for any transfers of beneficial interests in writing but need not be represented by a Company Order and need not be accompanied by an Opinion any such global Security. None of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or any Agent 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 owners 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 Security Registrar terms of this Indenture, and to examine the Security in global same to determine substantial compliance as to form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified thereinexpress requirements hereof.

Appears in 2 contracts

Samples: Indenture (Yum Brands Inc), And (Yum Brands Inc)

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)3.01, then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.053.02, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced changed to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.03 or Section 2.083.04. Subject to the provisions of Section 2.06 3.03 and, if applicable, Section 2.083.04, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.03 or Section 2.08 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 3.09 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05Sections 2.01 and 3.07, unless otherwise specified as contemplated by Section 2.03(b)3.01, payment of principal of and or any premium and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.08 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security as shall be specified in a written statement of the Holder of such permanent global Security.

Appears in 2 contracts

Samples: Hanover Compressor Co /, Hanover Compressor Co /

Securities in Global Form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company’s expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 1 contract

Samples: Indenture (RAM Holdings Ltd.)

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)3.1, then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.053.2, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.2 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 3.9 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05Sections 2.1 and 3.7, unless otherwise specified as contemplated by Section 2.03(b)3.1, payment of principal of and any premium of, premium, if any, and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security as shall be specified in a written statement of the Holder of such permanent global Security.

Appears in 1 contract

Samples: Insight Communications Co Inc

Securities in Global Form. If Securities of a any series are issuable in global formas Global Securities, as specified as contemplated by Section 2.03(b)301, then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05301, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding of such series from time to time endorsed thereon and that 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 to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Global Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding of such series represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Global Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security in global form shall be in writing but need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 303 shall apply to any Security represented by a Global Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Global Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06303. Notwithstanding the provisions of Section 2.05Sections 201 and 307, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of and any premium and interest on any Global Security in permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a Global Security as shall be specified in a written statement of the Holder of such Global Security.

Appears in 1 contract

Samples: Nuevo Energy Co

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.04 or Section 2.083.05 with respect thereto. Subject to the provisions of Section 2.06 3.04 and, if applicable, Section 2.083.05, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.04 or Section 2.08 3.05 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. The provisions of the last immediately preceding sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.08, unless otherwise specified as contemplated by Section 2.03(b)3.01, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.09, and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, the Person or Persons specified pursuant to Section 3.01.

Appears in 1 contract

Samples: Subordinated Indenture (Union Bankshares Corp)

Securities in Global Form. If the Company shall establish pursuant to Section 2.02 that the Securities of or within a series are issuable to be issued in whole or in part in global form, then the Company shall execute, and the Trustee shall, in accordance with Section 2.04 and the written order of the Company contemplated thereby, authenticate and deliver one or more global Securities in temporary or permanent form that (i) shall be registered in the name of the depositary for such global Security or Securities or the nominee of such depositary, (ii) shall be delivered by the Trustee to such depositary or pursuant to such depositary's instructions, and (iii) shall bear a legend substantially to the following effect: "UNLESS AND UNTIL IT IS EXCHANGED IN 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 ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY." Each depositary designated pursuant to Section 2.02 for a global Security in registered form must be, to the extent required by applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as specified amended, and any other applicable statute or regulation, at the time of its designation and at all times that it serves as contemplated by Section 2.03(b), then, notwithstanding depositary. Notwithstanding clause (1014) of Section 2.03(b) 2.02 and the provisions of Section 2.052.03, any such global Security in global form shall represent such of the outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of outstanding Securities Outstanding of such series from time to time endorsed thereon and that the aggregate amount of outstanding Securities Outstanding represented thereby may from time to time be reduced increased or decreased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in a global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the written order of the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.082.04. Subject to the provisions of Section 2.06 2.04 and, if applicable, Section 2.082.11, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Orderwritten order of the Company. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any instructions by written order of the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.pursuant to

Appears in 1 contract

Samples: Xl Capital LTD

Securities in Global Form. If Securities of a series Series are issuable in global form, as specified as contemplated by Section 2.03(b)2.03, then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Sections 2.03(k) and Section 2.052.07, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding Series as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time may be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall may be made by the Trustee or the Security Registrar in such manner and upon written instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.082.04. Subject to the provisions of Section 2.06 and, if applicable, Section 2.082.04, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent definitive global form in the manner and upon written instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Orderorder. If a Company Order order pursuant to Section 2.06 or Section 2.08 2.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 11.05 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless Unless otherwise specified as contemplated by Section 2.03(b)2.03, payment of principal of and any premium and interest on any Security in permanent definitive global form shall be made to the persons Person or persons Persons specified therein. Except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of outstanding Securities represented by a definitive global Security as shall be specified in a written statement of the Holder of such definitive global Security.

Appears in 1 contract

Samples: Indenture (Fluor Corp)

Securities in Global Form. If Securities of a series are issuable in global formas a Global Security, as specified as contemplated by Section 2.03(b)2.04(a) hereof, then, notwithstanding clause (109) of Section 2.03(b2.04(a) hereof and the provisions of Section 2.052.04(b) hereof, any such Global Security in global form shall represent such of the outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate principal amount of outstanding Securities Outstanding from time to time endorsed thereon or otherwise notated on the books and records of the Registrar and that the aggregate principal amount of outstanding Securities Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinand redemptions. Any endorsement of a Global Security in global form to reflect the amount, aggregate principal amount of any increase or any decrease in the amount, amount of outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons the Holder thereof as shall be specified in such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.08. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given required by the person or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, hereof. Global Securities may be issued in either registered or simultaneously is, delivered, any instructions by the Company with respect to endorsement bearer form and in either temporary or delivery or redelivery of a Security permanent form. Permanent Global Securities will be issued in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counseldefinitive form. The provisions of the last sentence of Section 2.06 2.02 hereof shall apply to any Security represented by a Global Security in global form if such Security was never issued and sold by the Company Company, and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 13.04 or 13.05 hereof and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.062.02 hereof. Notwithstanding the provisions of this Section 2.052.02 and Section 2.14 hereof, unless otherwise specified as contemplated by Section 2.03(b)2.04(a) hereof, payment of principal of and any premium and interest on any Global Security in permanent global form shall be made to the persons person or persons specified therein. None of the Company, the Trustee of such series of Securities, any Paying Agent or Registrar 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 or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Indenture (Centene Corp)

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)301, then, notwithstanding clause (10) of Section 2.03(b) 301 and the provisions of Section 2.05302, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar (i) in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form or in the a Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304, or (ii)otherwise in accordance with written instructions as is customary for the Depositary for such Security, from such Depositary or its nominee on behalf of any Person having a beneficial interest in such Security. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form or in the applicable Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 103 and need not be accompanied by an Opinion of Counsel. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, 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 beneficial owner of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any Securities of that series are to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security 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) 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 payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form 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 Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, (1) (A) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series or (B) the Depositary has ceased to be a clearing agency registered under applicable law, and in either case (A) or (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines not to have the Securities of such series represented by a global Security and so notifies the Trustee. In connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 203, the global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 2.06 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06303. Notwithstanding the provisions of Section 2.05201 and Section 307, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of (and any premium premium, if any) and interest on and any Additional Amounts with respect to any Security in permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a global Security as shall be specified in a written statement, if any, of the Holder of such global Security, which is produced to the Security Registrar by such Holder. Global Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form.

Appears in 1 contract

Samples: Indenture (FMC Technologies Inc)

Securities in Global Form. If Securities of a series are issuable in global form, as specified form as contemplated by Section 2.03(b)301, then, notwithstanding clause (10) of Section 2.03(b301(k) and the provisions of Section 2.05302, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding having the same terms as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel. Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. The provisions of the next to last sentence of Section 2.06 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the next to last sentence of Section 2.06303. Notwithstanding the provisions of Section 2.05Sections 201 and 307, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security as shall be specified in a written statement of the Holder of such permanent global Security or, in the case of a permanent global Security in bearer form, of Euro-clear or CEDEL Bank and produced to the Trustee by such Person. ARTICLE THREE THE SECURITIES

Appears in 1 contract

Samples: Scripps E W Co /De

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as and contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.053.1, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company’s expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06writing. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, any Security (i) in permanent global temporary form shall be made to the persons Person or persons Persons specified therein., and (ii) in global form and registered in the name of a Depository or its nominee shall be made to the Depository or its nominee as the Holder of such global Security. Neither the Company, the Agent nor the Trustee 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, or for maintaining, supervising or reviewing any records relating to beneficial ownership interests, and each of the Company and the Trustee may act or refrain from acting without liability on any information provided by the Depository. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee, and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1. ARTICLE 3

Appears in 1 contract

Samples: Cit Group Inc

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or shall make available for delivery and redelivery, in each case at the Security Registrar shall deliver and redeliver Company’s expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts with respect to, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 1 contract

Samples: Cox Radio Inc

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company's expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein.

Appears in 1 contract

Samples: Indenture (Cintas Corp)

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as and contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.052.4, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 2.6 or Section 2.082.7 with respect thereto. Subject to the provisions of Section 2.06 2.6 and, if applicable, Section 2.082.7, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company's expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 2.6 or Section 2.08 2.7 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The Notwithstanding the provisions of the last sentence Section 2.10, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of Section 2.06 shall apply to principal of, any premium and interest on, any Security represented by a Security (i) in temporary form shall be made to the Person or Persons specified therein, and (ii) in global form if and registered in the name of a Depository or its nominee shall be made to the Depository or its nominee as the Holder of such Security was never issued global Security. Neither the Company nor the Trustee 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, or for maintaining, supervising or reviewing any records relating to beneficial ownership interests, and sold by each of the Company and the Company delivers to the Trustee may act or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated refrain from acting without liability on any information provided by the last sentence of Section 2.06Depository. Notwithstanding the provisions of Section 2.052.11 and except as provided in the preceding paragraph, unless otherwise specified as contemplated by Section 2.03(b)the Company, payment of principal of the Trustee and any premium and interest on any agent of the Company or the Trustee shall treat the Holder of such global Security in permanent registered form as the Holder of such principal amount of Outstanding Securities represented by such global form shall be made to the persons or persons specified thereinSecurity.

Appears in 1 contract

Samples: Indenture (Cit Group Inc)

Securities in Global Form. If If, pursuant to Section 301, Securities of a series are shall be issuable in temporary or permanent global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in therein or pursuant to Section 301 with respect to such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304 with respect thereto. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the person Person or persons Persons specified in therein or pursuant to Section 301 with respect to such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 (with respect to Outstanding Securities) or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a or contained in an Officer’s Certificate of the Company Order and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 2.06 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers this Indenture with respect to the Securities of such series, the Trustee or the shall deliver and redeliver such global Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 2.06305. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b)307, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the persons Person in whose name such Security is registered. Notwithstanding anything to the contrary in this Indenture, the Company, the Guarantor, as applicable, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or persons (ii) in the case of a global Security in bearer form, the Person or Persons specified therein.pursuant to Section 301. ARTICLE THREE

Appears in 1 contract

Samples: Indenture (WPC Eurobond B.V.)

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company’s expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 1 contract

Samples: Indenture (Nordstrom Inc)

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company’s expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 1 contract

Samples: Assured Guaranty LTD

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304 with respect thereto. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last immediately preceding sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06immediately preceding sentence. Notwithstanding the provisions of Section 2.05307, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (1) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (2) in the case of a permanent global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE

Appears in 1 contract

Samples: National City Corp

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company's expense, any Security in permanent global form in the manner and upon written instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officer's Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Security, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 1 contract

Samples: Convergys Corp

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)301, then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05302, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 309 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05Sections 201 and 307, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of and any premium of, premium, if any, and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security as shall be specified in a written statement of the Holder of such permanent global Security.

Appears in 1 contract

Samples: Kennametal Inc

Securities in Global Form. If Securities of or within a series are issuable in whole or in part in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, then any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate or a specified amount of the Outstanding Securities Outstanding of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding of such series represented thereby may from time to time be reduced or increased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.03 or Section 2.083.04. Subject to the provisions of Section 2.06 3.03 and, if applicable, Section 2.083.04, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.03 or Section 2.08 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence paragraph of Section 2.06 3.03 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05Sections 2.01 and 3.07, unless otherwise specified as contemplated by Section 2.03(b)3.01, payment of principal of and any premium premium, if any, and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.. 30 24

Appears in 1 contract

Samples: Emmis Television License Corp of Topeka

Securities in Global Form. If the Company shall establish pursuant to Section 2.02 that the Securities of or within a series are issuable to be issued in whole or in part in global form, then the Company shall execute, and the Trustee shall, in accordance with Section 2.04 and the written order of the Company contemplated thereby, authenticate and deliver one or more global Securities in temporary or permanent form that (i) shall be registered in the name of the depositary for such global Security or Securities or the nominee of such depositary, (ii) shall be delivered by the Trustee to such depositary or pursuant to such depositary's instructions, and (iii) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as specified a whole by the depositary to a nominee of 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." Each depositary designated pursuant to Section 2.02 for a global Security in registered form must be, to the extent required by applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as contemplated by Section 2.03(b)amended, thenand any other applicable statute or regulation, notwithstanding at the time of its designation and at all times that it serves as depositary. Notwithstanding clause (1016) of Section 2.03(b) 2.02 and the provisions of Section 2.052.03, any such global Security in global form shall represent such of the outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of outstanding Securities Outstanding of such series from time to time endorsed thereon and that the aggregate amount of outstanding Securities Outstanding represented thereby may from time to time be reduced increased or decreased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in a global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the written order of the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.082.04. Subject to the provisions of Section 2.06 2.04 and, if applicable, Section 2.082.11, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Orderwritten order of the Company. If a written order of the Company Order pursuant to Section 2.06 or Section 2.08 2.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Sections 11.04 and 11.05 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.17

Appears in 1 contract

Samples: Tele Communications Inc /Co/

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in temporary or permanent global form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, then any such Security in global form may provide that it or any number of such Securities shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form or in the a Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.08Security Registrar with such Security. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar an Authenticating Agent shall deliver and redeliver redeliver, in each case at the Company’s expense, any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form or in the applicable a Company OrderOrder delivered pursuant to Section 303 or Section 304, as applicable. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee or an Authenticating Agent shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. The provisions of the last sentence of Section 2.06 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel) (a copy of which instructions shall be delivered to the Trustee) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06303. Notwithstanding the provisions of Section 2.05307, unless otherwise specified as contemplated by Section 2.03(b)301, payment of principal of and any premium of, premium, if any, and interest on and Additional Amounts in respect of any Security in permanent global form shall be made to the persons Holder thereof. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Guarantors, the Trustee and any agent of the Company, the Guarantors or persons of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in Bearer form, the Person or Persons specified therein.pursuant to Section 301. ARTICLE THREE THE SECURITIES

Appears in 1 contract

Samples: Indenture (Harley Davidson Inc)

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)3.01, then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.053.02, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.03 or Section 2.083.04. Subject to the provisions of Section 2.06 3.03 and, if applicable, Section 2.083.04, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.03 or Section 2.08 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 3.09 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05Sections 2.01 and 3.07, unless otherwise specified as contemplated by Section 2.03(b)3.01, payment of principal of and any premium of, premium, if any, and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.08 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security as shall be specified in a written statement of the Holder of such permanent global Security.

Appears in 1 contract

Samples: Indenture (Kennametal Inc)

Securities in Global Form. If Securities of a series are issuable in temporary or permanent global form, as specified as contemplated by Section 2.03(b203(a), then, notwithstanding clause (10) of Section 2.03(b203(a) and the provisions of Section 2.05203(b), any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon or otherwise notated on the books and records of the Registrar and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, amount of any increase or any decrease in the amount, amount of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 204 or Section 2.08211. Subject to the provisions of Section 2.06 204 and, if applicable, Section 2.08211, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person or persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 204 or Section 2.08 211 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or other notation on the books and records of the Registrar or delivery or redelivery of a Security of such series in global form shall be in writing but need not be represented by a Company Order comply with Section 1204 or 1205 and need not be accompanied by an Opinion of CounselCounsel (except as required by Section 204). Securities in global form may be issued in either temporary or permanent form. The provisions of the last sentence of Section 2.06 204 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company Company, and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1204 or 1205 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount Principal Amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06204. Notwithstanding the provisions of Section 2.05Sections 201 and 213, unless otherwise specified as contemplated by Section 2.03(b203(a), payment of principal Principal of and any premium and interest on any Security in permanent global form shall be made to the persons person or persons specified therein.

Appears in 1 contract

Samples: Dun & Bradstreet Corp/Nw

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form may provide that it or any number of such Securities shall represent such the aggregate principal amount of the all Outstanding Securities of such series Outstanding (or such lesser principal amount as shall be specified therein, and any such Security in global form may provide that it shall represent is permitted by the aggregate amount of Securities Outstanding terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified therein or in Section 305 or pursuant to Section 301 with respect to such Security in global form or in the Company Operating Partnership Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304 with respect thereto. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the person Person or persons Persons specified in therein or pursuant to Section 301 with respect to such Security in global form or in the applicable Company Operating Partnership Order. If a Company an Operating Partnership Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company Operating Partnership with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officer’s Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a Global Security is exchangeable for definitive Securities as provided in Section 2.06 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers this Indenture with respect to the Securities of such series, the Trustee or the shall deliver and redeliver such Global Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction extent necessary to effect such exchanges, shall endorse such Global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 2.06305. Notwithstanding the provisions of Section 2.05307, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of any Security in temporary or permanent global form form, and any payments made pursuant to any Guarantee of such Security, shall be made to the persons Person or persons Persons specified thereinin such Security. Notwithstanding the provisions of Section 308 and except as otherwise provided in the immediately preceding paragraph, the Operating Partnership, the Guarantor and the Trustee and any agent of the Operating Partnership, the Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a Global Security (i) in the case of a Global Security in registered form, the Holder of such Global Security in registered form, or (ii) in the case of a Global Security in bearer form, the Person or Persons specified pursuant to Section 301.

Appears in 1 contract

Samples: Indenture (Mid-America Apartments, L.P.)

Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in therein or pursuant to Section 301 with respect to such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304 with respect thereto. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in therein or pursuant to Section 301 with respect to such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 303 or Section 2.08 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented accompanied by a Company Order or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 2.06 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers this Indenture with respect to the Securities of such series, the Trustee or the shall deliver and redeliver such global Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 2.06305. Notwithstanding the provisions of Section 2.05307, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein.. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE

Appears in 1 contract

Samples: Indenture (KKR Financial Holdings LLC)

Securities in Global Form. Unless otherwise provided in or pursuant to the related Series Authorization, the Securities of a series shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company’s expense, any Security in permanent global form in the manner and upon written instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but and, with respect to matters set forth in this Section 2.3, need not be represented accompanied by a Company Order or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to the related Series Authorization, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Partnerre LTD)

Securities in Global Form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) the form of Section 2.03(b) and the provisions of Section 2.05temporary or permanent Global Securities, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Security Registrar and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Global Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in therein or pursuant to Section 301 with respect to such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 303 or Section 2.08304 with respect thereto. Subject to the provisions of Section 2.06 303 and, if applicable, Section 2.08304, the Trustee or the Security Registrar shall deliver and redeliver any Global Security in permanent global form in the manner and upon instructions given by the person or persons specified in pursuant to Section 301 with respect to such Security in global form or in the applicable Company Order, or (i) with respect Depository Global Securities, the Person or Persons specified therein or (ii) with respect Company Global Securities, the Company. If Notwithstanding the foregoing provisions of this paragraph, in the event a Company Order Global Security is exchangeable for Global Securities or Definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any instructions by the Company this Indenture with respect to endorsement or delivery or redelivery the Securities of a such series, the Trustee shall deliver and redeliver such Global Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the extent necessary to effect such exchanges, shall endorse such Global Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 2.06305. Notwithstanding the provisions of Section 2.05309, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to this Indenture or any Securities, payment of principal of of, and any premium and interest on on, any Global Security in temporary or permanent global form shall be made to the persons Person or persons specified therein.Persons identified as the Holder. Notwithstanding the provisions of Section 310 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat each Holder of a Company Global Security as the Holder of Company Global Security with respect to the principal amount reflected in the Security Register. ARTICLE THREE

Appears in 1 contract

Samples: Solarcity Corp

Securities in Global Form. Unless otherwise provided in or pursuant to the related Series Authorization, the Securities of a series shall not be issuable in temporary or permanent global form. If Securities of a series are shall be issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities Outstanding of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4 with respect thereto. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver redeliver, in each case at the Company's expense, any Security in permanent global form in the manner and upon written instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 3.3 or Section 2.08 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but and, with respect to matters set forth in this Section 2.3, need not be represented accompanied by a Company Order or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.053.7, unless otherwise specified as contemplated by Section 2.03(b)in or pursuant to the related Series Authorization, payment of principal of and of, any premium and interest on on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the persons Person or persons Persons specified therein. Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.

Appears in 1 contract

Samples: Partnerre LTD

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)202 or Section 301, as the case may be, then, notwithstanding clause (10a)(8) of Section 2.03(b202 or clause (b)(9) of Section 301, as the case may be, and the provisions of Section 2.05401, any such a global Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced or increased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order (or, in the case of Medium-Term Debt Securities, the Medium-Term Debt Securities Certificate) to be delivered to the Trustee pursuant to Section 2.06 402 or Section 2.08403. Subject to the provisions of Section 2.06 402 and, if applicable, Section 2.08403, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent definitive global bearer form in the manner and upon written instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company OrderOrder (or, in the case of Medium-Term Debt Securities, the Medium-Term Debt Securities Certificate). If a Company Order (or, in the case of Medium-Term Debt Securities, Medium-Term Debt Securities Certificate) pursuant to Section 2.06 402 or Section 2.08 403 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of the fifth paragraph of Section 2.06 402 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of the fifth paragraph of Section 2.06402. Notwithstanding the provisions of Section 2.05406, unless otherwise specified as contemplated by Section 2.03(b)202 or Section 301, as the case may be, payment of principal of and any premium and any interest on any Security in permanent definitive global form shall be made to the persons Person or persons Persons specified therein.

Appears in 1 contract

Samples: Indenture (Polaroid Corp)

Securities in Global Form. If Securities of or within a series are issuable in whole or in part in temporary or permanent global form, as specified as contemplated by Section 2.03(b)3.1, then, notwithstanding clause (10) 8) of Section 2.03(b3.1(b) and the provisions of Section 2.053.2, any such Security in global form shall represent such of the Securities outstanding securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities Outstanding represented thereby thereby, shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 3.3 or Section 2.083.4. Subject to the provisions of Section 2.06 3.3 and, if applicable, Section 2.083.4, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any Any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.2 hereof and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence paragraph of Section 2.06 3.3 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence paragraph of Section 2.063.3. Notwithstanding the provisions of Section 2.05Sections 2.1 and 3.7, unless otherwise specified as contemplated by Section 2.03(b)3.1, payment of principal of and any premium of, premium, if any, and interest on any Security in permanent global form shall be made to the persons Person or persons Persons specified therein.

Appears in 1 contract

Samples: Indenture (Northwest Airlines Inc /Mn)

Securities in Global Form. (a) If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b)2.02 or Section 3.01, as the case may be, then, notwithstanding clause (10a)(viii) of Section 2.03(b2.02 or clause (b)(ix) of Section 3.01, as the case may be, and the provisions of Section 2.054.01, any such Security in global form shall represent such of the Outstanding Securities of such series Outstanding as shall be specified therein, therein and any such Security in global form may provide that it shall represent the aggregate amount of Outstanding Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Outstanding Securities Outstanding represented thereby may from time to time be reduced or increased to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated hereinexchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person Person or persons Persons as shall be specified in such Security in global form therein or in the Company Order (or, in the case of Medium-Term Debt Securities, the Medium-Term Debt Securities Certificate) to be delivered to the Trustee pursuant to Section 2.06 4.02 or Section 2.084.03. Subject to the provisions of Section 2.06 4.02 and, if applicable, Section 2.084.03, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent definitive global bearer form in the manner and upon written instructions given by the person Person or persons Persons specified in such Security in global form therein or in the applicable Company OrderOrder (or, in the case of Medium-Term Debt Securities, the Medium-Term Debt Securities Certificate). If a Company Order (or, in the case of Medium-Term Debt Securities, Medium-Term Debt Securities Certificate) pursuant to Section 2.06 4.02 or Section 2.08 4.03 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. The provisions Company may identify each Person designated as depositary or common depositary for such global Security in a Company Board Resolution (including but not limited to the Company Board Resolution authorizing the execution, authentication and delivery of the last sentence Securities of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by series), a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction Officers’ Certificate or in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06definitive global Security. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.44

Appears in 1 contract

Samples: Indenture (Ibm International Group Capital LLC)

Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated herein. Any endorsement of a Security in global form to reflect the amount, or any decrease in the amount, of Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as shall be specified in such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.08. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.

Appears in 1 contract

Samples: Indenture (Amalgamated Financial Corp.)

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