Separation and Rejoining of Units. Each Global Unit shall represent such of the outstanding Units as shall be specified in the "Schedule of Increases or Decreases in Global Certificate" attached thereto or otherwise in accordance with the Applicable Procedures. At any time after issuance, the Preferred Security and Warrant components of any Unit may be separated by the Holder and thereafter transferred separately and, (i) in the event of an election to exercise the Warrant component prior to the Remarketing Settlement Date (as provided in Section 5.2), (ii) in the event of an election, if any, to have Warrants redeemed or Preferred Securities repurchased upon a change of control (in each case, in accordance with and only to the extent specifically authorized by, the Warrant Agreement or the Declaration, respectively) or (iii) in the event of a Remarketing, the Preferred Security and Warrant components of any Unit shall be separated. In the event of any separation of the components of a Unit, (i) if such Unit is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit to the Property Trustee and Warrant Agent, respectively, with an instruction for them to authenticate and deliver to, or upon the instruction of, such Holder a separated Preferred Security and a separated Warrant, bearing the separate "CUSIP" number assigned to the Preferred Security and the Warrant, respectively, and (ii) if such Unit is represented by the Global Unit, the Unit Agent shall make the necessary adjustment to the "Schedule of Increases or Decreases in Global Certificate" attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units represented thereby and shall instruct the Property Trustee and the Warrant Agent to effect a corresponding increase in the Preferred Securities and the Warrants, respectively, represented by global certificates bearing separate CUSIP numbers. The Unit Agent shall make such other necessary adjustments to the Global Unit actually known to the Unit Agent consistent with the terms of this Unit Agreement to reflect the appropriate number of Units represented thereby. Following a Remarketing of the Preferred Securities component of a Unit, (i) if such Unit is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit to the Property Trustee and Warrant Agent, respectively, with an instruction for the Property Trustee to authenticate and deliver to, or upon the written instruction of the Remarketing Agent a Preferred Security bearing the separate "CUSIP" number assigned to the Preferred Security and (ii) if such Unit is represented by the Global Unit, the Unit Agent shall, in accordance with the written instructions of the Remarketing Agent, make the necessary adjustment to the "Schedule of Increases or Decreases in Global Certificate" attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units represented thereby and shall instruct the Property Trustee to effect a corresponding increase in the Preferred Securities represented by global certificates bearing the separate CUSIP number. The Unit Agent shall make such other necessary adjustments to the Global Unit consistent with the terms of this agreement to reflect the appropriate number of Units represented thereby. Once separated in accordance with Section 5.2, a Preferred Security and a Warrant may be rejoined to form a Unit, whether or not such securities were at one time components of the same Unit. In the event a holder of a Preferred Security and a Warrant desires to rejoin a Unit, (i) if the constituent components are represented by definitive certificates, the holder shall present (x) the Preferred Security to the Property Trustee and (y) the Warrant to the Warrant Agent, in each case for cancellation and the Property Trustee and the Warrant Agent shall so notify the Unit Agent in writing, who shall in turn so notify the Registrar and shall, upon Issuer Order and receipt of an Officers' Certificate and Opinion of Counsel as required under Section 1.3, authenticate and deliver to, or upon the written instruction of, such Holder a Unit bearing the separate CUSIP number assigned to the Units, and (ii) if the constituent components are represented by global certificates, each of the Property Trustee and the Warrant Agent shall make the necessary adjustment to their respective global certificates or otherwise comply with the Applicable Procedures to reduce the amount of Preferred Securities and Warrants, respectively, represented thereby and shall instruct Unit Agent in writing to effect a corresponding increase in the Units represented by the Global Unit bearing separate CUSIP number. The Unit Agent, the Property Trustee, and the Warrant Agent shall make such other necessary adjustments to their respective global certificates actually known to them consistent with the terms of this Unit Agreement to reflect the appropriate number of Units, Preferred Securities and Warrants, as appropriate, represented thereby. The Unit Agent is authorized and empowered to deliver such further directions to the Property Trustee, the Warrant Agent, the Exchange Agent and others, and to take such further actions as shall be necessary to effect the exchanges, separations, transfers and recreations contemplated by Section 3.5 and 3.6.
Appears in 3 contracts
Samples: Unit Agreement (New York Community Bancorp Inc), Unit Agreement (New York Community Bancorp Inc), Unit Agreement (New York Community Capital Trust I)
Separation and Rejoining of Units. Each Global Unit shall represent such of the outstanding Units Securities as shall be specified in the "Schedule of Increases or Decreases in Exchanges of Interests of Global CertificateUnit" attached thereto or otherwise in accordance with the Applicable Procedures. At any time after issuance, the Preferred Security and Warrant components of any Unit Security may be separated by the Holder and thereafter transferred separately and, (i) in the event of an election to exercise the Warrant component prior to the Remarketing Settlement Date (as provided in Section 5.2), (ii) in the event of an election, if any, election to have Warrants redeemed or Preferred Securities repurchased upon a change Change of control Control (in each case, in accordance with and only pursuant to the extent specifically authorized by, the Warrant Agreement or the Declaration, respectivelySection 5.3) or (iii) in the event of a Remarketing, the Preferred Security and Warrant components of any Unit Security shall be separated. In the event of any separation of the components of a UnitSecurity, (i) if such Unit Security is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit Security to the Property Trustee and Warrant Agent, respectively, with an instruction for them to authenticate countersign and deliver to, or upon the instruction of, such Holder a separated Preferred Security and a separated Warrant, bearing the separate "CUSIP" number assigned to the Preferred Security and the Warrant, respectively, and (ii) if such Unit Security is represented by the Global Unit, the Unit Agent shall make the necessary adjustment endorsement to the "Schedule of Increases or Decreases in Exchanges of Interests of Global CertificateUnit" attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units Securities represented thereby and shall instruct the Property Trustee and the Warrant Agent to effect a corresponding increase in the Preferred Securities and the Warrants, respectively, represented by global certificates bearing separate CUSIP "CUSIP" numbers. The Unit Agent shall make such other necessary adjustments endorsements to the Global Unit actually known to the Unit Agent consistent with the terms of this Unit Agreement agreement to reflect the appropriate number of Units Securities represented thereby. Following a Remarketing of the Preferred Securities component components of a UnitSecurity, (i) if such Unit Security is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit Security to the Property Trustee and Warrant Agent, respectively, with an instruction for the Property Trustee them to authenticate countersign and deliver to, or upon the written instruction of the Remarketing Agent a Preferred Security bearing the separate "CUSIP" number assigned to the Preferred Security and (ii) if such Unit Security is represented by the Global Unit, the Unit Agent shall, in accordance with the written instructions of the Remarketing Agent, make the necessary adjustment endorsement to the "Schedule of Increases or Decreases in Exchanges of Interests of Global CertificateUnit" attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units Securities represented thereby and shall instruct the Property Trustee to effect a corresponding increase in the Preferred Securities represented by global certificates bearing the separate CUSIP "CUSIP" number. The Unit Agent shall make such other necessary adjustments endorsements to the Global Unit consistent with the terms of this agreement to reflect the appropriate number of Units Securities represented thereby. Once separated in accordance with Section 5.2, a Preferred Security and a Warrant may be rejoined to form a UnitSecurity, whether or not such securities were at one time components of the same Security provided, that, only a Preferred Security and a Warrant which are both evidenced by a Rule 144A Global Unit, or both evidenced by a Regulation S Global Unit may be so recombined. In the event a holder of a Preferred Security and a Warrant desires to rejoin a UnitSecurity, (i) if the constituent components are represented by definitive certificatesDefinitive Certificates, the holder shall present (x) the Preferred Security to the Property Trustee and (y) the Warrant to the Warrant Agent, in each case for cancellation and the Property Trustee and the Warrant Agent shall so notify the Unit Agent in writingAgent, who shall in turn so notify the Registrar and shall, upon Issuer Order and receipt of with an Officers' Certificate and Opinion of Counsel as required under Section 1.3, authenticate instruction for the Registrar to countersign and deliver to, or upon the written instruction of, such Holder holder a Unit Security bearing the separate CUSIP "CUSIP" number assigned to the UnitsSecurities, respectively, and (ii) if the constituent components are represented by global certificates, each of the Property Trustee and the Warrant Agent shall make the necessary adjustment endorsement to their respective global certificates or otherwise comply with the Applicable Procedures to reduce the amount of Preferred Securities and Warrants, respectively, represented thereby and shall instruct Unit Agent in writing to effect a corresponding increase in the Units Securities represented by the Global Unit bearing separate CUSIP "CUSIP" number. The Unit Agent, the Property Trustee, and the Warrant Agent shall make such other necessary adjustments endorsements to their respective global certificates actually known to them consistent with the terms of this Unit Agreement agreement to reflect the appropriate number of UnitsSecurities, Preferred Securities and Warrants, as appropriate, represented thereby. The Unit Agent is authorized and empowered to deliver such further directions to the Property Trustee, the Warrant Agent, the Exchange Agent and others, and to take such further actions as shall be necessary to effect the exchanges, separations, transfers transfer and recreations contemplated by Section 3.5 and 3.6.
Appears in 3 contracts
Samples: Unit Agreement (Washington Mutual Capital Trust 2001), Unit Agreement (Keyspan Trust Iii), Unit Agreement (Keyspan Trust I)
Separation and Rejoining of Units. Each Global Unit shall represent such of the outstanding Units as shall be specified in the "Schedule of Increases or Decreases in Global Certificate" attached thereto or otherwise in accordance with the Applicable Procedures. At any time after issuance, the Preferred Security and Warrant components of any Unit may be separated by the Holder holder and thereafter transferred separately and, (i) in the event of an election to exercise the Warrant component prior to the Remarketing Settlement Date (as provided in Section 5.2), (ii) in the event of an election, if any, to have Warrants redeemed or Preferred Securities repurchased upon a change of control (in each case, in accordance with and only to the extent specifically authorized by, the Warrant Agreement or the Declaration, respectively) or (iii) in the event of a Remarketing, the Preferred Security and Warrant components of any Unit shall be separatedseparately. In the event of any separation of the components of a Unit, :
(ia) if such Unit is represented by a Definitive Certificatedefinitive certificate, the Holder holder shall present such Definitive Certificate definitive certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar Unit registrar and shall return the Preferred Security and Warrant components component of such Unit to the Property Trustee and Warrant Agent, respectively, with an instruction for them to authenticate countersign and deliver to, or upon the instruction of, such Holder holder a separated Preferred Security and a separated Warrant, bearing the separate "CUSIP" number assigned to the Preferred Security and the Warrant, respectively, and (ii) if such Unit is represented by the Global Unit, the Unit Agent shall make the necessary adjustment to the "Schedule of Increases or Decreases in Global Certificate" attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units represented thereby and shall instruct the Property Trustee and the Warrant Agent to effect a corresponding increase in the Preferred Securities and the Warrants, respectively, represented by global certificates bearing separate CUSIP numbers. The Unit Agent shall make such other necessary adjustments to the Global Unit actually known to the Unit Agent consistent with the terms of this Unit Agreement to reflect the appropriate number of Units represented thereby. Following a Remarketing of the Preferred Securities component of a Unit, (i) if such Unit is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit to the Property Trustee and Warrant Agent, respectively, with an instruction for the Property Trustee to authenticate and deliver to, or upon the written instruction of the Remarketing Agent a Preferred Security bearing the separate "CUSIP" number assigned to the Preferred Security and Security; and
(iib) if such Unit is represented by the Global Unita global certificate, the Unit Agent shall, in accordance with the written instructions of the Remarketing Agent, shall make the necessary adjustment endorsement to the "Schedule of Increases or Decreases in Exchanges of Interests of Global CertificatePreferred Security" attached to the Global Unit global unit certificate or otherwise comply with the Applicable Procedures its procedures to reduce the amount of Units represented thereby and shall instruct the Property Trustee to effect a corresponding increase in the Preferred Securities represented by global certificates the Global Preferred Securities bearing the a separate CUSIP "CUSIP" number. The Unit Agent shall make such other necessary adjustments to the Global Unit consistent with the terms of this agreement to reflect the appropriate number of Units represented thereby. Once separated in accordance with Section 5.2separated, a Preferred Security and a Warrant may be rejoined to form a Unit, whether or not such securities were at one time components of the same Unit. In the event a holder of a Preferred Security and a Warrant desires to rejoin a Unit, :
(i) if the constituent components are represented by definitive certificates, the holder shall present (xA) the Preferred Security to the Property Trustee and (yB) the Warrant to the Warrant Agent, in each case for cancellation and the Property Trustee and the Warrant Agent shall so notify the Unit Agent in writingAgent, who shall in turn so notify the Registrar and shall, upon Issuer Order and receipt of Unit registrar with an Officers' Certificate and Opinion of Counsel as required under Section 1.3, authenticate instruction for the Unit registrar to countersign and deliver to, or upon the written instruction of, such Holder holder a Unit certificate bearing the separate CUSIP "CUSIP" number assigned to the Units, and ; and
(ii) if the constituent components are represented by global certificates, each of the Property Trustee and the Warrant Agent shall make the necessary adjustment endorsement to their respective global certificates or otherwise comply with the Applicable Procedures their procedures to reduce the amount of Preferred Securities and Warrants, respectively, represented thereby and shall instruct the Unit Agent in writing to effect a corresponding increase in the Units represented by the Global Unit global unit certificate bearing a separate CUSIP "CUSIP" number. The Unit Agent, the Property Trustee, and the Warrant Agent Trustee shall make such other necessary adjustments endorsements to their respective global certificates actually known to them the Global Preferred Securities consistent with the terms of this Unit Agreement agreement to reflect the appropriate number of Units, Units and Preferred Securities and WarrantsSecurities, as appropriate, represented thereby. The Unit Agent is authorized and empowered to deliver such further directions to the Property Trustee, the Warrant Agent, the Exchange Agent and others, and to take such further actions as shall be necessary to effect the exchanges, separations, transfers and recreations contemplated by Section 3.5 and 3.6.
Appears in 2 contracts
Samples: Trust Agreement (Indymac Bancorp Inc), Trust Agreement (Indymac Bancorp Inc)
Separation and Rejoining of Units. Each Global Unit shall represent such of the outstanding Units as shall be specified in the "Schedule of Increases or Decreases in Global Certificate" attached thereto or otherwise in accordance with the Applicable Procedures. At any time after issuanceinitial issuance of the Units, the Preferred Security and Warrant components of any Unit may be separated by the Holder and thereafter owned and transferred separately andseparately. In addition, (i) in the event of an election to exercise the Warrant component prior to the Remarketing Settlement Date (as provided in Section 5.2)Date, (ii) in the event of an election, if any, election to have Warrants redeemed or upon a Redemption, (iii), in the event of an exercise of the Warrant in lieu of a Redemption, (iv) in the event of an election to have Preferred Securities repurchased exchanged for Debentures, pursuant to this Trust Agreement and the Indenture, and to have such Debentures then repurchased, pursuant to this Trust Agreement and the Indenture, following an exercise of Warrants other than in lieu of a Redemption, (v) upon a change Change of control (in each caseControl, in accordance with and only to the extent specifically authorized by, the Warrant Agreement or the Declaration, respectively) or (iiivi) in the event of a Remarketing, then the Preferred Security and Warrant components of any Unit shall be separatedseparated from the Unit. In the event of any separation of the components of a Unit, :
(i) if such Unit is represented by a Definitive Unit Certificate, the Holder shall present such Definitive Unit Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit to the Property Trustee and Warrant Agent, respectively, with an instruction for them to authenticate and countersign, as the case may be, and deliver to, or upon the instruction of, such Holder a separated Preferred Security and a separated Warrant, bearing the separate "CUSIP" number CUSIP numbers assigned to the Preferred Security and the Warrant, respectively, and ; and
(ii) if such Unit is represented by the Global UnitUnit Certificate, the Unit Agent shall make the necessary adjustment endorsement to the "Schedule of Increases or Decreases in Global Unit Certificate" attached to the Global Unit Certificate or otherwise comply with the Applicable Procedures to reduce the amount of Units represented thereby and shall instruct the Property Trustee and the Warrant Agent to effect a corresponding increase in the Preferred Securities and the Warrants, respectively, represented by global certificates bearing separate CUSIP numbers. The Unit Agent shall make such other necessary adjustments endorsements to the Global Unit actually known to the Unit Agent Certificates consistent with the terms of this Unit Trust Agreement to reflect the appropriate number of Units represented thereby. Following a Remarketing of the Preferred Securities Security component of a Unit, (i) if such Unit security is represented by a Definitive Unit Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit to the Property Trustee and the Warrant Agent, respectively, with an instruction for the Property Trustee them to authenticate and countersign, as the case may be, and deliver to, or upon the written instruction of the Remarketing Agent a Preferred Security bearing the separate "CUSIP" CUSIP number assigned to the Preferred Security and (ii) if such Unit security is represented by the Global UnitUnit Certificate, the Unit Agent shall, in accordance with the written instructions of the Remarketing Agent, make the necessary adjustment endorsement to the "Schedule of Increases or Decreases in the Global Unit Certificate" attached to the Global Unit Certificate or otherwise comply with the Applicable Procedures to reduce the amount of Units securities represented thereby and shall instruct the Property Trustee to effect a corresponding increase in the Preferred Securities represented by global certificates bearing the separate CUSIP number. The Unit Agent shall make such other necessary adjustments endorsements to the Global Unit Certificate consistent with the terms of this agreement Trust Agreement to reflect the appropriate number of Units securities represented thereby. Once separated in accordance with the first sentence of this Section 5.26.21(a) , a Warrant and a Preferred Security and a Warrant may be rejoined to form a Unit, whether or not such securities were at one time components of the same Unit. In the event a holder Holder of a Preferred Security Unit and a Warrant desires to rejoin a Unit, :
(i) if the constituent components are represented by definitive certificatesDefinitive Unit Certificates, the holder shall present (x) the Preferred Security to the Property Trustee and (y) the Warrant to the Warrant Agent, in each case for cancellation and the Property Trustee and the Warrant Agent shall so notify the Unit Agent in writingAgent, who shall in turn so notify the Registrar and shall, upon Issuer Order and receipt of with an Officers' Certificate and Opinion of Counsel as required under Section 1.3, instruction for the Registrar to authenticate and deliver to, or upon the written instruction of, such Holder a Unit bearing the separate CUSIP number assigned to the Units, and and
(ii) if the constituent components are represented by global certificates, each of the Property Trustee and the Warrant Agent shall make the necessary adjustment endorsement to their respective global certificates or otherwise comply with the Applicable Procedures to reduce the amount of Preferred Securities and Warrants, respectively, represented thereby and shall instruct the Unit Agent in writing to effect a corresponding increase in the Units securities represented by the Global Unit Certificate bearing a separate CUSIP number. The Unit Agent, the Property Trustee, and the Warrant Agent shall make such other necessary adjustments endorsements to their respective global certificates actually known to them consistent with the terms of this Unit Agreement Second Amendment to reflect the appropriate number of Units, Preferred Securities and Warrants, as appropriate, represented thereby. The Unit Agent is authorized and empowered to deliver such further directions to the Property Trustee, the Warrant Agent, the Exchange Agent and others, and to take such further actions as shall be necessary to effect the exchanges, separations, transfers transfer and recreations contemplated by Section 3.5 and 3.6the Unit Agreement.
Appears in 1 contract
Separation and Rejoining of Units. Each Global Unit shall represent such of the outstanding Units Securities as shall be specified in the "Schedule of Increases or Decreases in Exchanges of Interests of Global CertificateUnit" attached thereto or otherwise in accordance with the Applicable Procedures. At any time after issuance, the Preferred Security and Warrant components of any Unit Security may be separated by the Holder and thereafter transferred separately and, (i) in the event of an election to exercise the Warrant component prior to the Remarketing Settlement Date (as provided in Section 5.2), (ii) in the event of an election, if any, election to have Warrants redeemed or Preferred Securities repurchased upon a change Change of control Control (in each case, in accordance with and only pursuant to the extent specifically authorized by, the Warrant Agreement or the Declaration, respectivelySection 5.3) or (iii) in the event of a Remarketing, the Preferred Security and Warrant components of any Unit Security shall be separated. In the event of any separation of the components of a UnitSecurity, (i) if such Unit Security is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit Security to the Property Trustee and Warrant Agent, respectively, with an instruction for them to authenticate countersign and deliver to, or upon the instruction of, such Holder a separated Preferred Security and a separated Warrant, bearing the separate "CUSIP" CUSIP number assigned to the Preferred Security and the Warrant, respectively, and (ii) if such Unit Security is represented by the Global Unit, the Unit Agent shall make the necessary adjustment endorsement to the "Schedule of Increases or Decreases in Exchanges of Interests of Global CertificateUnit" attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units Securities represented thereby and shall instruct the Property Trustee and the Warrant Agent to effect a corresponding increase in the Preferred Securities and the Warrants, respectively, represented by global certificates bearing separate CUSIP numbers. The Unit Agent shall make such other necessary adjustments endorsements to the Global Unit actually known to the Unit Agent consistent with the terms of this Unit Agreement agreement to reflect the appropriate number of Units Securities represented thereby. Following a Remarketing of the Preferred Securities component components of a UnitSecurity, (i) if such Unit Security is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit Security to the Property Trustee and Warrant Agent, respectively, with an instruction for the Property Trustee it to authenticate countersign and deliver to, or upon the written instruction of the Remarketing Agent a Preferred Security bearing the separate "CUSIP" CUSIP number assigned to the Preferred Security and (ii) if such Unit Security is represented by the Global Unit, the Unit Agent shall, in accordance with the written instructions of the Remarketing Agent, make the necessary adjustment endorsement to the "Schedule of Increases or Decreases in Exchanges of Interests of Global CertificateUnit" attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units Securities represented thereby and shall instruct the Property Trustee to effect a corresponding increase in the Preferred Securities represented by global certificates bearing the separate CUSIP number. The Unit Agent shall make such other necessary adjustments endorsements to the Global Unit consistent with the terms of this agreement to reflect the appropriate number of Units Securities represented thereby. Once separated in accordance with Section 5.2, a Preferred Security and a Warrant may be rejoined to form a UnitSecurity, whether or not such securities were at one time components of the same UnitSecurity. In the event a holder of a Preferred Security and a Warrant desires to rejoin a UnitSecurity, (i) if the constituent components are represented by definitive certificatesDefinitive Certificates, the holder shall present (x) the Preferred Security to the Property Trustee and (y) the Warrant to the Warrant Agent, in each case for cancellation and the Property Trustee and the Warrant Agent shall so notify the Unit Agent in writingAgent, who shall in turn so notify the Registrar and shall, upon Issuer Order and receipt of with an Officers' Certificate and Opinion of Counsel as required under Section 1.3, authenticate instruction for the Registrar to countersign and deliver to, or upon the written instruction of, such Holder holder a Unit Security bearing the separate CUSIP number assigned to the UnitsSecurities, respectively, and (ii) if the constituent components are represented by global certificates, each of the Property Trustee and the Warrant Agent shall make the necessary adjustment endorsement to their respective global certificates or otherwise comply with the Applicable Procedures to reduce the amount of Preferred Securities and Warrants, respectively, represented thereby and shall instruct Unit Agent in writing to effect a corresponding increase in the Units Securities represented by the Global Unit bearing separate CUSIP number. The Unit Agent, the Property Trustee, and the Warrant Agent shall make such other necessary adjustments endorsements to their respective global certificates actually known to them consistent with the terms of this Unit Agreement agreement to reflect the appropriate number of UnitsSecurities, Preferred Securities and Warrants, as appropriate, represented thereby. The Unit Agent is authorized and empowered to deliver such further directions to the Property Trustee, the Warrant Agent, the Exchange Agent and others, and to take such further actions as shall be necessary to effect the exchanges, separations, transfers transfer and recreations contemplated by Section 3.5 and 3.6.
Appears in 1 contract
Samples: Unit Agreement (Indymac Bancorp Inc)
Separation and Rejoining of Units. Each Global Unit shall represent such of the outstanding Units as shall be specified in the "Schedule of Increases or Decreases in Global Certificate" attached thereto or otherwise in accordance with the Applicable Procedures. At any time after issuance, the Preferred Security and Warrant components of any Unit Security may be separated by the Holder and thereafter transferred separately and, (i) in the event of an election to exercise the Warrant component prior to the Remarketing Settlement Date (as provided in Section 5.2), (ii) in the event of an election, if any, election to have Warrants redeemed or Preferred Securities repurchased upon a change Change of control Control (in each case, in accordance with and only pursuant to the extent specifically authorized by, the Warrant Agreement or the Declaration, respectivelySection 5.3) or (iii) in the event of a Remarketing, the Preferred Security and Warrant components of any Unit Security shall be separated. In the event of any separation of the components of a UnitSecurity, (i) if such Unit Security is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit Security to the Property Trustee and Warrant Agent, respectively, with an instruction for them to authenticate and deliver to, or upon the instruction of, such Holder a separated Preferred Security and a separated Warrant, bearing the separate "CUSIP" number assigned to the Preferred Security and the Warrant, respectively, and (ii) if such Unit Security is represented by the Global Unit, the Unit Agent shall make the necessary adjustment to the "Schedule of Increases or Decreases in Global Certificate" attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units represented thereby and shall instruct the Property Trustee and the Warrant Agent to effect a corresponding increase in the Preferred Securities and the Warrants, respectively, represented by global certificates bearing separate CUSIP "CUSIP" numbers. The Unit Agent shall make such other necessary adjustments to the Global Unit actually known to the Unit Agent consistent with the terms of this Unit Agreement to reflect the appropriate number of Units represented thereby. Following a Remarketing of the Preferred Securities component of a UnitSecurity, (i) if such Unit Security is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit Security to the Property Trustee and Warrant Agent, respectively, with an instruction for the Property Trustee to authenticate and deliver to, or upon the written instruction of the Remarketing Agent a Preferred Security bearing the separate "CUSIP" number assigned to the Preferred Security and (ii) if such Unit Security is represented by the Global Unit, the Unit Agent shall, in accordance with the written instructions of the Remarketing Agent, make the necessary adjustment to the "Schedule of Increases or Decreases in Global Certificate" attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units represented thereby and shall instruct the Property Trustee to effect a corresponding increase in the Preferred Securities represented by global certificates bearing the separate CUSIP "CUSIP" number. The Unit Agent shall make such other necessary adjustments to the Global Unit consistent with the terms of this agreement to reflect the appropriate number of Units represented thereby. Once separated in accordance with Section 5.2, a Preferred Security and a Warrant may be rejoined to form a UnitSecurity, whether or not such securities were at one time components of the same UnitSecurity. In the event a holder of a Preferred Security and a Warrant desires to rejoin a UnitSecurity, (i) if the constituent components are represented by definitive certificates, the holder shall present (x) the Preferred Security to the Property Trustee and (y) the Warrant to the Warrant Agent, in each case for cancellation and the Property Trustee and the Warrant Agent shall so notify the Unit Agent in writing, who shall in turn so notify the Registrar and shall, upon Issuer Order and receipt of an Officers' Certificate and Opinion of Counsel as required under subject to Section 1.31.2, authenticate and deliver to, or upon the written instruction of, such Holder holder a Unit Security bearing the separate CUSIP "CUSIP" number assigned to the Units, and (ii) if the constituent components are represented by global certificates, each of the Property Trustee and the Warrant Agent shall make the necessary adjustment to their respective global certificates or otherwise comply with the Applicable Procedures to reduce the amount of Preferred Securities and Warrants, respectively, represented thereby and shall instruct Unit Agent in writing to effect a corresponding increase in the Units represented by the Global Unit bearing separate CUSIP "CUSIP" number. The Unit Agent, the Property Trustee, and the Warrant Agent shall make such other necessary adjustments to their respective global certificates actually known to them consistent with the terms of this Unit Agreement to reflect the appropriate number of Units, Preferred Securities and Warrants, as appropriate, represented thereby. The Unit Agent is authorized and empowered to deliver such further directions to the Property Trustee, the Warrant Agent, the Exchange Agent and others, and to take such further actions as shall be necessary to effect the exchanges, separations, transfers and recreations contemplated by Section 3.5 and 3.6.
Appears in 1 contract
Separation and Rejoining of Units. Each Global Unit shall represent such of the outstanding Units as shall be specified in the "“Schedule of Increases or Decreases in Global Certificate" ” attached thereto or otherwise in accordance with the Applicable Procedures. At any time after issuance, the Preferred Security and Warrant components of any Unit Security may be separated by the Holder and thereafter transferred separately and, (i) in the event of an election to exercise the Warrant component prior to the Remarketing Settlement Date (as provided in Section 5.2), (ii) in the event of an election, if any, election to have Warrants redeemed or Preferred Securities repurchased upon a change Change of control Control (in each case, in accordance with and only pursuant to the extent specifically authorized by, the Warrant Agreement or the Declaration, respectivelySection 5.3) or (iii) in the event of a Remarketing, the Preferred Security and Warrant components of any Unit Security shall be separated. In the event of any separation of the components of a UnitSecurity, (i) if such Unit Security is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit Security to the Property Trustee and Warrant Agent, respectively, with an instruction for them to authenticate and deliver to, or upon the instruction of, such Holder a separated Preferred Security and a separated Warrant, bearing the separate "“CUSIP" ” number assigned to the Preferred Security and the Warrant, respectively, and (ii) if such Unit Security is represented by the Global Unit, the Unit Agent shall make the necessary adjustment to the "“Schedule of Increases or Decreases in Global Certificate" ” attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units represented thereby and shall instruct the Property Trustee and the Warrant Agent to effect a corresponding increase in the Preferred Securities and the Warrants, respectively, represented by global certificates bearing separate CUSIP numbers. The Unit Agent shall make such other necessary adjustments to the Global Unit actually known to the Unit Agent consistent with the terms of this Unit Agreement to reflect the appropriate number of Units represented thereby. Following a Remarketing of the Preferred Securities component of a UnitSecurity, (i) if such Unit Security is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit Security to the Property Trustee and Warrant Agent, respectively, with an instruction for the Property Trustee to authenticate and deliver to, or upon the written instruction of the Remarketing Agent a Preferred Security bearing the separate "“CUSIP" ” number assigned to the Preferred Security and (ii) if such Unit Security is represented by the Global Unit, the Unit Agent shall, in accordance with the written instructions of the Remarketing Agent, make the necessary adjustment to the "“Schedule of Increases or Decreases in Global Certificate" ” attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units represented thereby and shall instruct the Property Trustee to effect a corresponding increase in the Preferred Securities represented by global certificates bearing the separate CUSIP number. The Unit Agent shall make such other necessary adjustments to the Global Unit consistent with the terms of this agreement to reflect the appropriate number of Units represented thereby. Once separated in accordance with Section 5.2, a Preferred Security and a Warrant may be rejoined to form a UnitSecurity, whether or not such securities were at one time components of the same UnitSecurity. In the event a holder of a Preferred Security and a Warrant desires to rejoin a UnitSecurity, (i) if the constituent components are represented by definitive certificates, the holder shall present (x) the Preferred Security to the Property Trustee and (y) the Warrant to the Warrant Agent, in each case for cancellation and the Property Trustee and the Warrant Agent shall so notify the Unit Agent in writing, who shall in turn so notify the Registrar and shall, upon Issuer Order and receipt of an Officers' ’ Certificate and Opinion of Counsel as required under Section 1.31.2, authenticate and deliver to, or upon the written instruction of, such Holder holder a Unit Security bearing the separate CUSIP number assigned to the Units, and (ii) if the constituent components are represented by global certificates, each of the Property Trustee and the Warrant Agent shall make the necessary adjustment to their respective global certificates or otherwise comply with the Applicable Procedures to reduce the amount of Preferred Securities and Warrants, respectively, represented thereby and shall instruct Unit Agent in writing to effect a corresponding increase in the Units represented by the Global Unit bearing separate CUSIP number. The Unit Agent, the Property Trustee, and the Warrant Agent shall make such other necessary adjustments to their respective global certificates actually known to them consistent with the terms of this Unit Agreement to reflect the appropriate number of Units, Preferred Securities and Warrants, as appropriate, represented thereby. The Unit Agent is authorized and empowered to deliver such further directions to the Property Trustee, the Warrant Agent, the Exchange Agent and others, and to take such further actions as shall be necessary to effect the exchanges, separations, transfers and recreations contemplated by Section 3.5 and 3.6.
Appears in 1 contract
Separation and Rejoining of Units. Each Global Unit shall represent such of the outstanding Units as shall be specified in the "Schedule of Increases or Decreases in Global Certificate" attached thereto or otherwise in accordance with the Applicable Procedures. At any time after issuanceinitial issuance of the Units, the Preferred Security and Warrant components of any Unit may be separated by the Holder and thereafter owned and transferred separately and, (i) in the event of an election to exercise the Warrant component prior to the Remarketing Settlement Date (as provided in Section 5.2), (ii) in the event of an election, if any, election to have Warrants redeemed or upon a Redemption (as provided in Section 5.1 and Section 5.01 of the Warrant Agreement) (iii), in the event of an exercise of the Warrant in lieu of a Redemption (as provided in Section 5.1), (iv) in the event of an election to have Preferred Securities repurchased exchanged for Debentures, pursuant to the Trust Agreement and the Indenture, and to have such Debentures then repurchased, pursuant to the Trust Agreement and the Indenture, following an exercise of Warrants other than in lieu of a Redemption, (v) upon a change Change of control Control (in each case, in accordance with and only pursuant to the extent specifically authorized by, the Warrant Agreement or the Declaration, respectivelySection 5.3) or (iiivi) in the event of a Remarketing, then the Preferred Security and Warrant components of any Unit shall be separatedseparated from the Unit. In the event of any separation of the components of a Unit, :
(i) if such Unit is represented by a Definitive Unit Certificate, the Holder shall present such Definitive Unit Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit to the Property Trustee and Warrant Agent, respectively, with an instruction for them to authenticate and countersign, as the case may be, and deliver to, or upon the instruction of, such Holder a separated Preferred Security and a separated WarrantWarrant Certificate, bearing the separate "CUSIP" number CUSIP numbers assigned to the Preferred Security and the Warrant, respectively, and ; and
(ii) if such Unit is represented by the Global UnitUnit Certificate, the Unit Agent shall make the necessary adjustment endorsement to the "Schedule of Increases or Decreases in Global Unit Certificate" attached to the Global Unit Certificate or otherwise comply with the Applicable Procedures to reduce the amount of Units represented thereby and shall instruct the Property Trustee and the Warrant Agent to effect a corresponding increase in the Preferred Securities and the Warrants, respectively, represented by global certificates bearing separate CUSIP numbersnumbers assigned to the Preferred Security and the Warrant, respectively. The Unit Agent shall make such other necessary adjustments endorsements to the Global Unit actually known to the Unit Agent Certificates consistent with the terms of this Unit Agreement to reflect the appropriate number of Units represented thereby. Following a Remarketing of the Preferred Securities Security component of a Unit, (i) if such Unit is represented by a Definitive Certificate, the Holder shall present such Definitive Unit Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit to the Property Trustee and the Warrant Agent, respectively, with an instruction for the Property Trustee them to authenticate and countersign, as the case may be, and deliver to, or upon the written instruction of the Remarketing Agent a Preferred Security bearing the separate "CUSIP" CUSIP number assigned to the Preferred Security and (ii) if such Unit is represented by the Global UnitUnit Certificate, the Unit Agent shall, in accordance with the written instructions of the Remarketing Agent, make the necessary adjustment endorsement to the "Schedule of Increases or Decreases in the Global Unit Certificate" attached to the Global Unit Certificate or otherwise comply with the Applicable Procedures to reduce the amount of Units Securities represented thereby and shall instruct the Property Trustee to effect a corresponding increase in the Preferred Securities Units represented by global certificates bearing the separate CUSIP number. The Unit Agent shall make such other necessary adjustments endorsements to the Global Unit Certificate consistent with the terms of this agreement Agreement to reflect the appropriate number of Units represented thereby. Once separated in accordance with this Section 3.6 or Section 5.2, a Preferred Security and a Warrant may be rejoined to form a Unit, whether or not such securities were at one time components of the same Unit. In the event a holder of a Preferred Security and a Warrant desires to rejoin such components to form a Unit, ,
(i) if the constituent components are represented by definitive certificatesDefinitive Unit Certificates, the holder shall present (x) the Preferred Security to the Property Trustee and (y) the Warrant to the Warrant Agent, in each case for cancellation and the Property Trustee and the Warrant Agent shall so notify the Unit Agent in writingAgent, who shall in turn so notify the Registrar and shall, upon Issuer Order and receipt of with an Officers' Certificate and Opinion of Counsel as required under Section 1.3, authenticate instruction for the Registrar to countersign and deliver to, or upon the written instruction of, such Holder holder a Definitive Unit Certificate bearing the separate CUSIP number assigned to the UnitsSecurities, and and
(ii) if the constituent components are represented by global certificates, each of the Property Trustee and the Warrant Agent shall make the necessary adjustment endorsement to their respective global certificates or otherwise comply with the Applicable Procedures to reduce the amount of Preferred Securities and Warrants, respectively, represented thereby and shall instruct Unit the Agent in writing to effect a corresponding increase in the Units Securities represented by the Global Unit Certificate bearing a separate CUSIP number. The Unit Agent, the Property Trustee, and the Warrant Agent shall make such other necessary adjustments endorsements to their respective global certificates actually known to them consistent with the terms of this Unit Agreement to reflect the appropriate number of Units, Preferred Securities and Warrants, as appropriate, represented thereby. The Unit Agent is authorized and empowered to deliver such further directions to the Property Trustee, the Warrant Agent, the Exchange Agent and others, and to take such further actions as shall be necessary to effect the exchanges, separations, transfers transfer and recreations contemplated by Section Sections 3.5 and 3.6.
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Separation and Rejoining of Units. Each Global Unit shall represent such of the outstanding Units as shall be specified in the "Schedule of Increases or Decreases in Global Certificate" attached thereto or otherwise in accordance with the Applicable Procedures. At any time after issuance, the Preferred Security and Warrant components of any Unit Security may be separated by the Holder and thereafter transferred separately and, (i) in the event of an election to exercise the Warrant component prior to the Remarketing Settlement Date (as provided in Section 5.2), (ii) in the event of an election, if any, election to have Warrants redeemed or Preferred Securities repurchased upon a change Change of control Control (in each case, in accordance with and only pursuant to the extent specifically authorized by, the Warrant Agreement or the Declaration, respectivelySection 5.3) or (iii) in the event of a Remarketing, the Preferred Security and Warrant components of any Unit Security shall be separated. In the event of any separation of the components of a UnitSecurity, (i) if such Unit Security is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit Security to the Property Trustee and Warrant Agent, respectively, with an instruction for them to authenticate and deliver to, or upon the instruction of, such Holder a separated Preferred Security and a separated Warrant, bearing the separate "CUSIP" number assigned to the Preferred Security and the Warrant, respectively, and (ii) if such Unit Security is represented by the Global Unit, the Unit Agent shall make the necessary adjustment to the "Schedule of Increases or Decreases in Global Certificate" attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units represented thereby and shall instruct the Property Trustee and the Warrant Agent to effect a corresponding increase in the Preferred Securities and the Warrants, respectively, represented by global certificates bearing separate CUSIP numbers. The Unit Agent shall make such other necessary adjustments to the Global Unit actually known to the Unit Agent consistent with the terms of this Unit Agreement to reflect the appropriate number of Units represented thereby. Following a Remarketing of the Preferred Securities component of a UnitSecurity, (i) if such Unit Security is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit Security to the Property Trustee and Warrant Agent, respectively, with an instruction for the Property Trustee to authenticate and deliver to, or upon the written instruction of the Remarketing Agent a Preferred Security bearing the separate "CUSIP" number assigned to the Preferred Security and (ii) if such Unit Security is represented by the Global Unit, the Unit Agent shall, in accordance with the written instructions of the Remarketing Agent, make the necessary adjustment to the "Schedule of Increases or Decreases in Global Certificate" attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units represented thereby and shall instruct the Property Trustee to effect a corresponding increase in the Preferred Securities represented by global certificates bearing the separate CUSIP number. The Unit Agent shall make such other necessary adjustments to the Global Unit consistent with the terms of this agreement to reflect the appropriate number of Units represented thereby. Once separated in accordance with Section 5.2, a Preferred Security and a Warrant may be rejoined to form a UnitSecurity, whether or not such securities were at one time components of the same UnitSecurity. In the event a holder of a Preferred Security and a Warrant desires to rejoin a UnitSecurity, (i) if the constituent components are represented by definitive certificates, the holder shall present (x) the Preferred Security to the Property Trustee and (y) the Warrant to the Warrant Agent, in each case for cancellation and the Property Trustee and the Warrant Agent shall so notify the Unit Agent in writing, who shall in turn so notify the Registrar and shall, upon Issuer Order and receipt of an Officers' Certificate and Opinion of Counsel as required under Section 1.3, authenticate and deliver to, or upon the written instruction of, such Holder a Unit bearing the separate CUSIP number assigned to the Units, and (ii) if the constituent components are represented by global certificates, each of the Property Trustee and the Warrant Agent shall make the necessary adjustment to their respective global certificates or otherwise comply with the Applicable Procedures to reduce the amount of Preferred Securities and Warrants, respectively, represented thereby and shall instruct Unit Agent in writing to effect a corresponding increase in the Units represented by the Global Unit bearing separate CUSIP number. The Unit Agent, the Property Trustee, and the Warrant Agent shall make such other necessary adjustments to their respective global certificates actually known to them consistent with the terms of this Unit Agreement to reflect the appropriate number of Units, Preferred Securities and Warrants, as appropriate, represented thereby. The Unit Agent is authorized and empowered to deliver such further directions to the Property Trustee, the Warrant Agent, the Exchange Agent and others, and to take such further actions as shall be necessary to effect the exchanges, separations, transfers and recreations contemplated by Section 3.5 and 3.6.
Appears in 1 contract
Separation and Rejoining of Units. Each Global Unit shall represent such of the outstanding Units Securities as shall be specified in the "Schedule of Increases or Decreases in Exchanges of Interests of Global CertificateUnit" attached thereto or otherwise in accordance with the Applicable Procedures. At any time after issuance, the Preferred Security and Warrant components of any Unit Security may be separated by the Holder and thereafter transferred separately and, and (i) in the event of an election to exercise the Warrant component prior to the Remarketing Settlement Date (as provided in Section 5.2), (ii) in the event of an election, if any, election to have Warrants redeemed or Preferred Securities repurchased upon a change Change of control Control (in each case, in accordance with and only pursuant to the extent specifically authorized by, the Warrant Agreement or the Declaration, respectivelySection 5.3) or (iii) in the event of a Remarketing, the Preferred Security and Warrant components of any Unit Security shall be separated. In the event of any separation of the components of a UnitSecurity, (i) if such Unit Security is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit Security to the Property Trustee Registrar and Transfer Agent for the Preferred Securities pursuant to the Trust Agreement (the "Trust Agreement Registrar") and Warrant Agent, respectively, with an instruction for them to authenticate countersign and deliver to, or upon the instruction of, such Holder a separated Preferred Security and a separated Warrant, bearing the separate "CUSIP" CUSIP number assigned to the Preferred Security and the Warrant, respectively, and (ii) if such Unit Security is represented by the Global Unit, the Unit Agent shall make the necessary adjustment endorsement to the "Schedule of Increases or Decreases in Exchanges of Interests of Global Certificate" Unit attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units Securities represented thereby and shall instruct the Property Trustee Trust Agreement Registrar and the Warrant Agent to effect a corresponding increase in the Preferred Securities and the Warrants, respectively, represented by global certificates bearing separate CUSIP numbers. The Unit Agent shall make such other necessary adjustments endorsements to the Global Unit actually known to the Unit Agent consistent with the terms of this Unit Agreement agreement to reflect the appropriate number of Units Securities represented thereby. Following a Remarketing of the Preferred Securities component of a UnitSecurity, (i) if such Unit Security is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Unit Security to the Property Trustee and Warrant Agent, respectively, Trust Agreement Registrar with an instruction for the Property Trustee it to authenticate countersign and deliver to, or upon the written instruction of the Remarketing Agent a Preferred Security bearing the separate "CUSIP" CUSIP number assigned to the Preferred Security and (ii) if such Unit Security is represented by the Global Unit, the Unit Agent shall, in accordance with the written instructions of the Remarketing Agent, make the necessary adjustment endorsement to the "Schedule of Increases or Decreases in Exchanges of Interests of Global CertificateUnit" attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Units Securities represented thereby and shall instruct the Property Trustee Trust Agreement Registrar to effect a corresponding increase in the Preferred Securities represented by global certificates bearing the separate CUSIP number. The Unit Agent shall make such other necessary adjustments endorsements to the Global Unit consistent with the terms of this agreement to reflect the appropriate number of Units Securities represented thereby. Once separated in accordance with Section 5.2, a Preferred Security and a Warrant may be rejoined joined to form a UnitSecurity, whether or not such securities were at one time components of the same UnitSecurity. In the event a holder of a Preferred Security and a Warrant desires to rejoin join them and create a UnitSecurity, (i) if the constituent components are represented by definitive certificatesDefinitive Certificates, the holder shall present (x) the Preferred Security to the Property Trustee Trust Agreement Registrar and (y) the Warrant to the Warrant Agent, in each case for cancellation and the Property Trustee Trust Agreement Registrar and the Warrant Agent shall so notify the Unit Agent in writingAgent, who shall in turn so notify the Registrar and shall, upon Issuer Order and receipt of with an Officers' Certificate and Opinion of Counsel as required under Section 1.3, authenticate instruction for the Registrar to countersign and deliver to, or upon the written instruction of, such Holder holder a Unit Security bearing the separate CUSIP number assigned to the UnitsSecurities, respectively, and (ii) if the constituent components are represented by global certificates, each of the Property Trustee Trust Agreement Registrar and the Warrant Agent shall make the necessary adjustment endorsement to their respective global certificates or otherwise comply with the Applicable Procedures to reduce the amount of Preferred Securities and Warrants, respectively, represented thereby and shall instruct Unit Agent in writing to effect a corresponding increase in the Units Securities represented by the Global Unit bearing separate CUSIP number. The Unit Agent, the Property TrusteeTrust Agreement Registrar, and the Warrant Agent shall make such other necessary adjustments endorsements to their respective global certificates actually known to them consistent with the terms of this Unit Agreement agreement to reflect the appropriate number of UnitsSecurities, Preferred Securities and Warrants, as appropriate, represented thereby. The Unit Agent is authorized and empowered to deliver such further directions to the Property Trustee, the Warrant Agent, the Exchange Agent and others, and to take such further actions as shall be necessary to effect the exchanges, separations, transfers and recreations contemplated by Section 3.5 and 3.6.
Appears in 1 contract
Samples: Unit Agreement (Indymac Bancorp Inc)