Common use of Security Certificates Clause in Contracts

Security Certificates. (a) The Designated Securities shall initially be represented by one or more Global Certificates substantially in the form of Exhibit A, which shall be deposited with a custodian for the Depositary and the Designated Securities represented thereby will be registered in the name of a nominee of the Depositary, for the accounts of participants in the Depositary. (b) Designated Securities represented by a Global Certificate may be transferred, in whole and not in part, only: (i) by the Depositary to a nominee of the Depositary, (ii) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or (iii) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. (c) Beneficial interests in any Designated Securities represented by a Global Certificate will be exchangeable for Designated Securities represented by Definitive Certificates only if: (i) the Depositary notifies the Issuer that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary, (ii) the Issuer notifies the Trustee in writing that it has reasonably elected to cause the issuance of Designated Securities represented by Definitive Certificates or (iii) there shall have occurred and be continuing an Event of Default with respect to the Designated Securities and the Designated Securities will be accelerated in accordance with their terms and the terms of the Indenture. (d) Upon the occurrence of any of the events specified in (i), (ii) or (iii) of (c) above, Designated Securities represented by Definitive Certificates shall be (i) delivered by the Trustee in exchange for beneficial interest in Designated Securities represented by Global Certificates and (ii) registered in such names, and issued in such authorized denominations, as shall be requested by or on behalf of the Depositary in accordance with its customary procedures.

Appears in 22 contracts

Samples: First Supplemental Indenture (Telefonica S A), Supplemental Indenture (Telefonica S A), Seventh Supplemental Indenture (Telefonica S A)

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Security Certificates. (a) The Designated Securities shall initially be represented by one or more Global Certificates Securities substantially in the form of Exhibit AA hereto with respect to the 2028 Notes, and in the form of Exhibit B hereto with respect to the 2033 Notes, which shall be deposited with a custodian for the Depositary Depository and the Designated Securities represented thereby will be registered in the name of a nominee of the DepositaryDepository, for the accounts of participants in the DepositaryDepository. (b) Designated Securities represented by a Global Certificate Security may be transferred, in whole and not in part, only: (i) by the Depositary only to a another nominee of the DepositaryDepository, (ii) to the Depository by a nominee of the Depositary to the Depositary Depository, or by a nominee to another nominee of the Depositarysuch Depository or, or (iii) by the Depositary or any such nominee in either case, to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository. (c) Beneficial interests in any Designated Securities represented by a Global Certificate Security will be exchangeable for Designated Securities represented by Definitive Certificates definitive Securities only if: (i) the Depositary Depository notifies the Issuer Company that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered in good standing under the Exchange Act or other applicable statute or regulation and, in either case, a successor Depositary Depository is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary, Depository or (ii) the Issuer Company notifies the Trustee in writing that it has reasonably elected to cause the issuance of Designated Securities represented by Definitive Certificates or (iii) there shall have occurred and be continuing an Event of Default with respect to determined in its sole discretion that the Designated Securities and the Designated Securities will shall no longer be accelerated in accordance with their terms and the terms of the Indenturerepresented by a Global Security. (d) Upon the occurrence of any of the events specified in (i), (ii) or (iiiii) of (c) above, Designated Securities represented by Definitive Certificates definitive Securities shall be (i) delivered by the Trustee in exchange for beneficial interest in Designated Securities represented by Global Certificates Securities and (ii) registered in such names, and issued in such authorized denominations, as shall be requested by or on behalf of the Depositary Depository in accordance with its customary procedures.

Appears in 1 contract

Samples: Supplemental Indenture (National Grid PLC)

Security Certificates. (a) The Designated Securities shall initially be represented by one or more Global Certificates Securities substantially in the form of Exhibit AA hereto, which shall be deposited with a custodian for the Depositary Depository and the Designated Securities represented thereby will be registered in the name of a nominee of the DepositaryDepository, for the accounts of participants in the DepositaryDepository. (b) Designated Securities represented by a Global Certificate Security may be transferred, in whole and not in part, only: (i) by the Depositary only to a another nominee of the DepositaryDepository, (ii) to the Depository by a nominee of the Depositary to the Depositary Depository, or by a nominee to another nominee of the Depositarysuch Depository or, or (iii) by the Depositary or any such nominee in either case, to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository. (c) Beneficial interests in any Designated Securities represented by a Global Certificate Security will be exchangeable for Designated Securities represented by Definitive Certificates definitive Securities only if: (i) the Depositary Depository notifies the Issuer Company that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered in good standing under the Exchange Act or other applicable statute or regulation and, in either case, a successor Depositary Depository is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary, Depository or (ii) the Issuer Company notifies the Trustee in writing that it has reasonably elected to cause the issuance of Designated Securities represented by Definitive Certificates or (iii) there shall have occurred and be continuing an Event of Default with respect to determined in its sole discretion that the Designated Securities and the Designated Securities will shall no longer be accelerated in accordance with their terms and the terms of the Indenturerepresented by a Global Security. (d) Upon the occurrence of any of the events specified in (i), (ii) or (iiiii) of (c) above, Designated Securities represented by Definitive Certificates definitive Securities shall be (i) delivered by the Trustee in exchange for beneficial interest in Designated Securities represented by Global Certificates Securities and (ii) registered in such names, and issued in such authorized denominations, as shall be requested by or on behalf of the Depositary Depository in accordance with its customary procedures.

Appears in 1 contract

Samples: Supplemental Indenture (National Grid PLC)

Security Certificates. (a) The Designated Securities shall initially be represented by one or more Global Certificates substantially in the form of Exhibit A, which shall be deposited with a custodian for the Depositary and the Designated Securities represented thereby will be registered in the name of a nominee of the Depositary, for the accounts of participants in the Depositary. (b) Designated Securities represented by a Global Certificate may be transferred, in whole and not in part, only: (i) by the Depositary to a nominee of the Depositary, (ii) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or (iii) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. (c) Beneficial interests in any Designated Securities represented by a Global Certificate will be exchangeable for Designated Securities represented by Definitive Certificates only if: (i) the Depositary notifies the Issuer that it is unwilling or unable to continue to act as Depositary depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary, (ii) the Issuer notifies the Trustee in writing that it has reasonably elected to cause the issuance of Designated Securities represented by Definitive Certificates or (iii) there shall have occurred and be continuing an Event of Default with respect to the Designated Securities and the Designated Securities will be accelerated in accordance with their terms and the terms of the Indenture. (d) Upon the occurrence of any of the events specified in (i), (ii) or (iii) of (c) above, Designated Securities represented by Definitive Certificates shall be (i) delivered by the Trustee in exchange for beneficial interest in Designated Securities represented by Global Certificates and (ii) registered in such names, and issued in such authorized denominations, as shall be requested by or on behalf of the Depositary in accordance with its customary procedures.

Appears in 1 contract

Samples: Third Supplemental Indenture (Telefonica S A)

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Security Certificates. (a) The Designated Securities shall initially be represented by one or more Global Certificates substantially in the form of Exhibit A, which shall be deposited with a custodian for the Depositary and the Designated Securities represented thereby will be registered in the name of a nominee of the Depositary, for the accounts of participants in the Depositary. (b) Designated Securities represented by a Global Certificate may be transferred, in whole and not in part, only: (i) by the Depositary to a nominee of the Depositary, (ii) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or (iii) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. (c) Beneficial interests in any Designated Securities represented by a Global Certificate will be exchangeable for Designated Securities represented by Definitive Certificates only if: (i) the Depositary notifies the Issuer that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary, (ii) the Issuer notifies the Trustee in writing that it has reasonably elected to cause the issuance of Designated Securities represented by Definitive Certificates or (iii) there shall have occurred and be continuing an Event of Default with respect to the Designated Securities and the Designated Securities will be accelerated in accordance with their terms and the terms of the Indenture. (d) Upon the occurrence of any of the events specified in (i), (ii) or (iii) of (c) above, Designated Securities represented by Definitive Certificates shall be be (i) delivered by the Trustee in exchange for beneficial interest in Designated Securities represented by Global Certificates and (ii) registered in such names, and issued in such authorized denominations, as shall be requested by or on behalf of the Depositary in accordance with its customary procedures.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (Telefonica S A)

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