Common use of Subscription Rights, Preferences or Privileges Clause in Contracts

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 26 contracts

Samples: Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co)

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Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registeredregistered in order to be freely transferable. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 24 contracts

Samples: Deposit Agreement (Alta Equipment Group Inc.), Deposit Agreement (Alta Equipment Group Inc.), Deposit Agreement (B. Riley Financial, Inc.)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered with respect to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not be obligated hereunder to make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary Depositary, upon request of the Depositary, an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required registered thereunder in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notificationfreely transferable.

Appears in 21 contracts

Samples: Deposit Agreement (First Bancorp /Nc/), Deposit Agreement (Live Oak Bancshares, Inc.), Deposit Agreement (Live Oak Bancshares, Inc.)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names the deposited Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depository and thereafter made available by the Depositary Depository to the record holders Record Holders of Receipts in such manner as the Company shall instruct Depository (including in consultation with the Corporation) may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depository in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depository or the Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then Computershare, in its discretion (with approval of the Depositary shall thenCorporation, if so directed by in any case where the Company and Depository has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary Computershare to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless notify the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If Depository whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depository that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary Depository make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depository an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depository whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees with the Depository that it the Corporation will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 18 contracts

Samples: Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel and instructs the Depositary that it is not lawful or feasible to make such rights, preferences or privileges available to the some or all holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company in each case, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, shall be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relatesecurities, the Company agrees that it will promptly notify the Depositary of such requirement, that it will shall promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 17 contracts

Samples: Deposit Agreement (Masco Corp /De/), Deposit Agreement (Masco Corp /De/), Deposit Agreement (Masco Corp /De/)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names the deposited Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depository and thereafter made available by the Depositary Depository to the record holders Record Holders of Receipts in such manner as the Company shall instruct Depository (including in consultation with the Corporation) may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depository in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depository or the Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then Computershare, in its discretion (with approval of the Depositary shall thenCorporation, if so directed by in any case where the Company and Depository has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2 hereof, be distributed by the Depositary Computershare to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 hereof in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless promptly notify the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If Depository whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depository that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary Depository make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depository an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall promptly notify the Depository whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees with the Depository that it the Corporation will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 11 contracts

Samples: Deposit Agreement (Merchants Bancorp), Deposit Agreement (Raymond James Financial Inc), Deposit Agreement (Raymond James Financial Inc)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 9 contracts

Samples: Deposit Agreement (Allstate Corp), Deposit Agreement (Allstate Corp), Deposit Agreement (Allstate Corp)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Convertible Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and provided with an opinion of counsel that if Depositary undertakes such actions it will not be deemed an “issuer” under the Securities Act or an “investment company” under the Investment Company Act of 1940, as amended, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, requirement that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 8 contracts

Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary, upon payment of any applicable fees and expenses of the Depositary and any applicable taxes or governmental charges, to the record holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be determined by the Depositary with the approval of the Company; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall then, if so directed by may (with approval of the Company and in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will promptly notify the Depositary of such requirement, that it requirement and will file promptly file a registration statement pursuant to the Securities such Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees with the Depositary that it will promptly notify the Depositary of such requirement requirements and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 8 contracts

Samples: Deposit Agreement (Morgan Stanley), Deposit Agreement (Morgan Stanley), Deposit Agreement (Morgan Stanley)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel and instructs the Depositary that it is not lawful or feasible to make such rights, preferences or privileges available to the some or all holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company in each case, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, shall be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relatesecurities, the Company agrees that it will promptly notify the Depositary of such requirement, that it will shall promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 8 contracts

Samples: Deposit Agreement (Mb Financial Inc /Md), Deposit Agreement (Itla Capital Corp), Deposit Agreement (First Financial Capital Trust II)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; provided, -------- however, that (ai) if at the time of issue or offer of any such rights, ------- preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts who do not desire to exercise execute such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Company, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until it has received written notice from the Company that such a registration statement shall have become effective effective, or unless that the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel reasonably satisfactory to the Depositary to such effect. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 7 contracts

Samples: Deposit Agreement (Ps Business Parks Inc/Ca), Deposit Agreement (Ps Business Parks Inc/Ca), Deposit Agreement (Ps Business Parks Inc/Ca)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons Persons in whose names deposited Preferred the shares of Stock is registered are recorded on the books of the Company (or its duly appointed transfer agent) any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts Receipts, pro rata in proportion to the number of the shares of Stock represented by each such Receipt, in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent instructed by holders of Receipts (and to the extent so instructed by such holders) who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and provided with an opinion of counsel stating that if the Depositary undertakes such actions it will not be deemed an “issuer” under the Securities Act or an “investment company” under the Investment Company Act of 1940, as amended, and if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale sales shall, subject to Sections Section 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, requirement and that it will file promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities security unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions Securities Act and the Company shall have provided to the Depositary an opinion of the Securities Actcounsel to such effect. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 7 contracts

Samples: Deposit Agreement (Amtrust Financial Services, Inc.), Deposit Agreement (National General Holdings Corp.), Deposit Agreement (Amtrust Financial Services, Inc.)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is Shares are registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 6 contracts

Samples: Deposit Agreement (Duke Realty Corp), Deposit Agreement (Duke Realty Corp), Deposit Agreement (Duke Realty Corp)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons Persons in whose names deposited the Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including the Depositary in writing, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with written notice to the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) ), or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with written notice to the Company and Depositary), in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company Corporation shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be so registered. If The Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notificationnotification in writing.

Appears in 6 contracts

Samples: Deposit Agreement (Selective Insurance Group Inc), Deposit Agreement (Selective Insurance Group Inc), Deposit Agreement (American Equity Investment Life Holding Co)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names the deposited Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depository and thereafter made available by the Depositary Depository to the record holders Record Holders of Receipts in such manner as the Company shall instruct Depository (including in consultation with the Corporation) may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depository in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depository or the Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenDepository, if so directed by in its discretion (with approval of the Company and Corporation, in any case where the Depository has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or and the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2 hereof, be distributed by the Depositary Depository to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 hereof in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless promptly notify the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If Depository whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depository that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary Depository make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depository an opinion of counsel (which may be in-house counsel) to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall promptly notify the Depository whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees with the Depository that it the Corporation will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 6 contracts

Samples: Deposit Agreement (First Horizon National Corp), Deposit Agreement (First Horizon National Corp), Deposit Agreement (First Horizon National Corp)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated promptly to the Depositary and thereafter such rights, options or privileges shall be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including the Depositary in writing, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company Corporation shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be so registered. If The Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 5 contracts

Samples: Deposit Agreement (Equitable Holdings, Inc.), Deposit Agreement (Equitable Holdings, Inc.), Deposit Agreement (Metlife Inc)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts Receipts, pro rata in proportion to the Stock represented by the Depositary Shares evidenced by such Receipt, in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with the approval of the Company, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of any such rights, preferences or privileges, privileges unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 5 contracts

Samples: Deposit Agreement (Amerigroup Corp), Agreement (Axis Capital Holdings LTD), Deposit Agreement (Amerigroup Corp)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts Depositary Shares in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (Depositary Shares by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts Depositary Shares who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with the approval of the Company, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts Depositary Shares entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, privileges unless the Company shall have provided to the Depositary an opinion of counsel stating to the effect that such rights, preferences or privileges have been registered under the Securities Act of 1933 or do not need to be registered. If registration under the Securities Act of 1933 of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts Depositary Shares to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities such Act with respect to such rights, preferences or privileges and securities and to use its commercially reasonable best efforts and to take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders holder of Receipts Depositary Shares any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions provision of the Securities such Act. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to the holders of ReceiptsDepositary Shares, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 5 contracts

Samples: Deposit Agreement (Vintage Petroleum Capital I), Depositary Agreement (CCC Capital Trust Ii), Deposit Agreement (Heftel Capital Trust Ii)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons Persons in whose names deposited shares of the Preferred Stock Shares is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depositary and made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Company in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCompany, if so directed by in its discretion (with acknowledgement of the Depositary, in any case where the Company and has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be delivered to AST and, if received, in accordance with the written instructions of the Company and, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary AST to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Company shall have provided to the Depositary an opinion of counsel to the effect that (i) the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act, and (ii) such securities are validly issued, fully paid and non-assessable. If The Company shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 5 contracts

Samples: Deposit Agreement (SVB Financial Group), Deposit Agreement (SVB Financial Group), Deposit Agreement (SVB Financial Group)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and provided with an opinion of counsel to the effect that if the Depositary undertakes such actions it will not be deemed an “issuer” under the Securities Act or an “investment company” under the Investment Company Act of 1940, as amended, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement. The Depositary shall not make any distribution of such rights, that it will promptly file a registration statement pursuant preferences or privileges, unless the Company shall have provided to the Securities Act with respect to Depositary an opinion of counsel stating that such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration been registered under the provisions of the Securities ActAct or do not need to be registered. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it a Responsible Officer of the Depositary has actually received such notification.

Appears in 4 contracts

Samples: Deposit Agreement (M&t Bank Corp), Deposit Agreement (M&t Bank Corp), Deposit Agreement (M&t Bank Corp)

Subscription Rights, Preferences or Privileges. If the Company Bank shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is Shares are registered on the books of the Company Bank any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company Bank shall instruct in writing (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company Bank determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed in writing by the Company Bank, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, upon written notice to the Depositary, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Bank shall not make any distribution of such rights, preferences or privileges, unless the Company Bank shall have provided to the Depositary an opinion of counsel stating that the distribution of such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company Bank agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges, and the Bank shall notify the Depositary in writing when such registration statement becomes effective. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Bank shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company Bank agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Merrill Lynch & Co Inc), Deposit Agreement (Merrill Lynch & Co Inc)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is Shares are registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); providedPROVIDED, howeverHOWEVER, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 4 contracts

Samples: Deposit Agreement (Duke Realty Investments Inc), Deposit Agreement (Duke Realty Investments Inc), Deposit Agreement (Duke Realty Investments Inc)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is Shares are registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (bii) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and provided with an opinion of counsel that if Depositary undertakes such actions it will not be deemed an “issuer” under the Securities Act or an “investment company” under the Investment Company Act of 1940, as amended, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section section of this Deposit Agreement unless and until it has received such notification.

Appears in 4 contracts

Samples: Deposit Agreement (Arch Capital Group Ltd.), Deposit Agreement (Arch Capital Group Ltd.), Deposit Agreement (Arch Capital Group Ltd.)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts who do not desire to exercise execute such rights, preferences or privileges, then EQI, in its discretion (with approval of the Company, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2 hereof, be distributed by the Depositary EQI to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 hereof in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until it has received written notice from the Company that such a registration statement shall have become effective effective, or unless that the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel reasonably satisfactory to the Depositary to such effect. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 4 contracts

Samples: Deposit Agreement (First Industrial Realty Trust Inc), Deposit Agreement (First Industrial Realty Trust Inc), Deposit Agreement (First Industrial Realty Trust Inc)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is Preference Shares are registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (bii) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and provided with an opinion of counsel that if the Depositary undertakes such actions it will not be deemed an “issuer” under the Securities Act or an “investment company” under the Investment Company Act of 1940, as amended, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section section of this Deposit Agreement unless and until it has received such notification.

Appears in 4 contracts

Samples: Deposit Agreement (Aspen Insurance Holdings LTD), Deposit Agreement (Renaissancere Holdings LTD), Deposit Agreement (Aspen Insurance Holdings LTD)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated promptly in writing to the Depositary and thereafter such rights, options or privileges shall be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including the Depositary in writing, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue privileges or offer of any by such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (other method as may be approved by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem properCorporation. The net proceeds of any such sale of securities approved by the Corporation shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company Corporation shall have provided to the Depositary an opinion of counsel stating to the effect that such rights, preferences or privileges have been registered under the Securities Act or do not need to be so registered. If The Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 4 contracts

Samples: Deposit Agreement (Brighthouse Financial, Inc.), Deposit Agreement (Brighthouse Financial, Inc.), Deposit Agreement (Brighthouse Financial, Inc.)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel and instructs the Depositary that it is not lawful or feasible to make such rights, preferences or privileges available to the some or all holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company in each case, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, shall be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relatesecurities, the Company agrees that it will promptly notify the Depositary of such requirement, that it will shall promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 4 contracts

Samples: Deposit Agreement (Efm Programming Inc), Deposit Agreement (Apache Corp), Deposit Agreement (Apache Corp)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons Persons in whose names deposited the Series B Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges)reasonably direct; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by the Company and in its discretion, may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be delivered to the Depositary and, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement securities have been registered under the Securities Act or the Corporation shall have become effective or unless the offering and sale provided an opinion of counsel stating that such securities do not need to be registered in connection with such holders are exempt from registration under distributions. The Corporation shall notify the provisions of the Securities Act. If Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 4 contracts

Samples: Deposit Agreement (Cullen/Frost Bankers, Inc.), Deposit Agreement (Cullen/Frost Bankers, Inc.), Deposit Agreement (Regions Financial Corp)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary, upon payment of any applicable fees and expenses of the Depositary and any applicable taxes or governmental charges, to the record holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be determined by the Depositary with the approval of the Company; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall then, if so directed by may (with approval of the Company and in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 ‎3.01 and 3.02‎3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section ‎Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will promptly notify the Depositary of such requirement, that it requirement and will file promptly file a registration statement pursuant to the Securities such Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees with the Depositary that it will promptly notify the Depositary of such requirement requirements and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 3 contracts

Samples: Deposit Agreement (Morgan Stanley), Deposit Agreement (Morgan Stanley), Deposit Agreement (Morgan Stanley)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock Shares is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registeredregistered in order to be freely transferable. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 3 contracts

Samples: Form of Deposit Agreement (Capital Automotive Reit), Form of Deposit Agreement (Trustreet Properties Inc), Form of Deposit Agreement (Brandywine Operating Partnership Lp /Pa)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts if the Company so directs in such manner as the Company shall instruct (including by the issue execution and delivery to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the some or all holders of Receipts (by the issue execution and delivery of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or and the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The , the net proceeds of any such sale shall, subject to Sections 3.01 and 3.02Section 3.2, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by in accordance with the withholding and fractional amount provisions of Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered4.1. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relatesecurities, the Company agrees that it will promptly notify the Depositary of such requirement, that it will shall promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.12

Appears in 3 contracts

Samples: Deposit Agreement Deposit Agreement (Tele Communications Inc /Co/), Deposit Agreement Deposit Agreement (Tele Communications Inc /Co/), Deposit Agreement Deposit Agreement (Tele Communications Inc /Co/)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered Shares are recorded on the books of the Company any rights, preferences preferences, or privileges to subscribe for or to purchase any securities or any rights, preferences preferences, or privileges of any other nature, such rights, preferences preferences, or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences preferences, or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company to such Record Holders; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences preferences, or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences preferences, or privileges available to the holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences preferences, or privileges, then the Depositary, in its discretion (with the approval of the Company, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences, or privileges available), if applicable laws or the terms of such rights, preferences preferences, or privileges so permitpermit such transfer, may sell such rights, preferences or privileges of such holders (at public or private sale) such rights, preferences, or privileges at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallsale, subject to Sections 3.01 3.1 and 3.023.2, shall be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of 1933, as amended, of the securities to which any rights, preferences preferences, or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences preferences, or privileges relate, the Company agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities such Act with respect to such rights, preferences preferences, or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences preferences, or privileges to enable such holders to exercise such rights, preferences preferences, or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference preference, or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities such Act. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent consent, or permit is required in order for such rights, preferences preferences, or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent consent, or permit sufficiently in advance of the expiration of such rights, preferences preferences, or privileges to enable such holders to exercise such rights, preferences preferences, or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 3 contracts

Samples: Deposit Agreement (RJF Capital Trust III), Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/)

Subscription Rights, Preferences or Privileges. (a) If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is Shares are registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that the distribution of such rights, preferences or privileges have has been registered under the Securities Act or do that registration is not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notificationrequired.

Appears in 3 contracts

Samples: Deposit Agreement (Weingarten Realty Investors /Tx/), Deposit Agreement (Weingarten Realty Investors /Tx/), Deposit Agreement (Associated Estates Realty Corp)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts who do not desire to exercise execute such rights, preferences or privileges, then CI, in its discretion (with approval of the Company, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2 hereof, be distributed by the Depositary CI to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 hereof in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until it has received written notice from the Company that such a registration statement shall have become effective effective, or unless that the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel reasonably satisfactory to the Depositary to such effect. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 3 contracts

Samples: Deposit Agreement (First Industrial Realty Trust Inc), Deposit Agreement (First Industrial Realty Trust Inc), Deposit Agreement (First Industrial Realty Trust Inc)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered with respect to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (bii) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not be obligated hereunder to make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary Depositary, upon request of the Depositary, an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required registered thereunder in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notificationfreely transferable.

Appears in 3 contracts

Samples: Deposit Agreement (Southern First Bancshares Inc), Deposit Agreement (Amalgamated Financial Corp.), Deposit Agreement (Southern First Bancshares Inc)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons Persons in whose names deposited the Series A Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depositary and made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges)reasonably direct; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with the Company and acknowledgement of the Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be delivered to the Depositary and, if received, upon the written instructions of the Corporation and, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges in compliance with the Securities Act to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the Corporation shall have provided to the Depositary an opinion of counsel stating that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 3 contracts

Samples: Deposit Agreement (Oceanfirst Financial Corp), Deposit Agreement (First Citizens Bancshares Inc /De/), Deposit Agreement (ConnectOne Bancorp, Inc.)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and provided with an opinion of counsel that if Depositary undertakes such actions it will not be deemed an “issuer” under the Securities Act or an “investment company” under the Investment Company Act of 1940, as amended, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 3 contracts

Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons Persons in whose names deposited shares of the Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depositary and made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be delivered to Computershare and, if received, in accordance with the written instructions of the Corporation and, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary Computershare to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that (i) the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act, and (ii) such securities are validly issued, fully paid and non-assessable. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 3 contracts

Samples: Deposit Agreement (Texas Capital Bancshares Inc/Tx), Deposit Agreement (First Midwest Bancorp Inc), Deposit Agreement (First Midwest Bancorp Inc)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required registered in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Actfreely transferable. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 3 contracts

Samples: Deposit Agreement (CBL & Associates Properties Inc), Deposit Agreement (CBL & Associates Properties Inc), Deposit Agreement (CBL & Associates Properties Inc)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited Preferred the Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depository and thereafter made available by the Depositary Depository to the record holders Record Holders of Receipts in such manner as the Company shall instruct (including Depository may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depository in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depository determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts 10 who do not desire to exercise such rights, preferences or privileges, then Computershare, in its discretion (with approval of the Depositary shall thenCorporation, if so directed by in any case where the Company and Depository has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary Computershare to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless notify the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If Depository whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depository that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary Depository make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depository an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depository whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees with the Depository that it the Corporation will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names the deposited Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depository and thereafter made available by the Depositary Depository to the record holders Record Holders of Receipts in such manner as the Company shall instruct Depository (including in consultation with the Corporation) may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depository in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depository or the Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then Computershare, in its discretion (with approval of the Depositary shall thenCorporation, if so directed by in any case where the Company and Depository has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2 hereof, be distributed by the Depositary Computershare to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 hereof in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless promptly notify the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If Depository whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depository that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary Depository make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depository an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall promptly notify the Depository whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees with the Depository that it the Corporation will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 3 contracts

Samples: Deposit Agreement (Iberiabank Corp), Deposit Agreement (Iberiabank Corp), Deposit Agreement (Iberiabank Corp)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series C Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary may agree in writing, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company Corporation shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be so registered. If The Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 3 contracts

Samples: Deposit Agreement (Stifel Financial Corp), Deposit Agreement (Old National Bancorp /In/), Deposit Agreement (Old National Bancorp /In/)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is Shares are registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences preference or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (New Plan Realty Trust), Deposit Agreement (New Plan Realty Trust)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts Receipts, pro rata in proportion to the Stock represented by such Receipt, in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with the approval of the Company, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, sales shall be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make have the right, prior to making any distribution of such rights, preferences or privileges, unless to require the Company shall have provided to the Depositary provide an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be so registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities security unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Pmi Group Inc), Deposit Agreement (Wachovia Preferred Funding Corp)

Subscription Rights, Preferences or Privileges. If the Company Fund shall at any time offer or cause to be offered to the persons in whose names deposited the MuniFund Term Preferred Stock is registered Shares are recorded on the books of the Company Fund any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depository and thereafter made available by the Depositary Depository to the record holders Record Holders of Receipts in such manner as the Company shall instruct (including Depository may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depository in its discretion with the approval of the Fund; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depository determines upon advice of its legal counsel that it is not lawful or (after consultation with the Fund) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenService Agent, if so directed by in its discretion (with approval of the Company and Fund, in any case where the Depository has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary The Service Agent to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Fund shall not make any distribution of such rights, preferences or privileges, unless notify the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If Depository whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Fund agrees with the Depository that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary Depository make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Fund shall have provided to the Depository an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Fund shall notify the Depository whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Fund agrees with the Depository that it the Fund will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Nuveen Arizona Premium Income Municipal Fund Inc), Deposit Agreement (Nuveen Select Quality Municipal Fund Inc)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series C Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, the Company agrees that it Corporation will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Goodrich Petroleum Corp), Deposit Agreement (State Street Corp)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel and instructs the Depositary that it is not lawful or feasible to make such rights, preferences or privileges available to the some or all holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company in each case, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, shall be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relatesecurities, the Company agrees that it will promptly notify the Depositary of such requirement, that it will shall promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (McMoran Exploration Co /De/), Deposit Agreement (Freeport McMoran Copper & Gold Inc)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series G Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including the Depositary in writing, either by the issue issuance to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue issuance of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such securities to which such rights, preferences or privileges and securities relate and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Zions Bancorporation /Ut/)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series D Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (City National Corp), Deposit Agreement (Us Bancorp \De\)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel and instructs the Depositary that it is not lawful or feasible to make such rights, preferences or privileges available to the some or all holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company in each case, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, shall be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold such securities, to the securities to which such rights, preferences or privileges relateextent necessary, the Company agrees that it will promptly notify the Depositary of such requirement, that it will shall promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Griffon Corp), Deposit Agreement (Clopay Building Products Company, Inc.)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series C Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (City National Corp), Deposit Agreement (Sovereign Bancorp Inc)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons Persons in whose names deposited shares of the Series E Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depositary and made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be delivered to Computershare and, if received, in accordance with the written instructions of the Corporation and, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary Computershare to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that (i) the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act, and (ii) such securities are validly issued, fully paid and non-assessable. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Citizens Financial Group Inc/Ri), Deposit Agreement (Citizens Financial Group Inc/Ri)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series E Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary and the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Huntington Bancshares Inc/Md), Deposit Agreement (Banc of California, Inc.)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts Depositary Shares in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (Depositary Shares by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts Depositary Shares who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with the approval of the Company, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders Record Holders of Receipts Depositary Shares entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, privileges unless the Company shall have provided to the Depositary an opinion of counsel stating to the effect that such rights, preferences or privileges have been registered under the Securities Act of 1933 or do not need to be registered. If registration under the Securities Act of 1933 of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts Depositary Shares to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities such Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts Depositary Shares any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions provision of the Securities such Act. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to the holders of ReceiptsDepositary Shares, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Primus Guaranty LTD), Deposit Agreement (Jefferies Group Inc /De/)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons Persons in whose names deposited shares of the Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depositary in writing and made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be delivered to Computershare and, if received, in accordance with the written instructions of the Corporation and, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary Computershare to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If in writing whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until the Depositary has received written notice from the Corporation that such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that (i) the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act, and (ii) such securities are validly issued, fully paid and non-assessable. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section section of this Deposit Agreement unless and until it has received such notificationnotification in writing.

Appears in 2 contracts

Samples: Deposit Agreement (Banc of California, Inc.), Deposit Agreement (Banc of California, Inc.)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series B Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary may agree in writing, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Record Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Record Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at through a public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from the registration under the provisions requirements of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (First Merchants Corp), Deposit Agreement (Level One Bancorp Inc)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series E Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, the Company agrees that it Corporation will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Goodrich Petroleum Corp), Deposit Agreement (State Street Corp)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons Persons in whose names deposited Class N Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and provided with an opinion of counsel stating that if the Depositary undertakes such actions it will not be deemed an “issuer” under the Securities Act or an “investment company” under the Investment Company Act of 1940, as amended, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, requirement and that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Kimco Realty Corp), Deposit Agreement (Kimco Realty Corp)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series A Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated promptly to the Depositary and thereafter such rights, options or privileges shall be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including the Depositary in writing, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company Corporation shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If The Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Washington Federal Inc), Deposit Agreement (Synchrony Financial)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated promptly in writing to the Depositary and thereafter such rights, options or privileges shall be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including the Depositary in writing, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale of securities approved by the Corporation shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (At&t Inc.), Deposit Agreement (At&t Inc.)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall shall, subject to the provisions of Sections 2.09 and 3.04, in each such instance be made available by the Depositary to the record holders Record Holders of Receipts Depositary Shares in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (Depositary Shares by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts Depositary Shares who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with the approval of the Company, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 2.09, 3.01, 3.02 and 3.023.04, be distributed by the Depositary to the record holders Record Holders of Receipts Depositary Shares entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, privileges unless the Company shall have provided to the Depositary an opinion of counsel stating to the effect that such rights, preferences or privileges have been registered under the Securities Act of 1933 or do not need to be registered. If registration under the Securities Act of 1933 of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts Depositary Shares to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities such Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts Depositary Shares any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions provision of the Securities such Act. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to the holders of ReceiptsDepositary Shares, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Alexanders Inc), Deposit Agreement (Alexanders Inc)

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Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited the shares of Series K Preferred Stock is registered are recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts the related Receipts, pro rata in proportion to the number of the shares of Series K Preferred Stock represented by each such Receipt, in such manner as the Company shall instruct (including may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or not feasible to make such rights, preferences or privileges available to the holders of the related Receipts (by the issue of warrants or otherwise) , or (bii) if instructed by holders of the related Receipts (and to the extent so instructed by holders of Receipts such holders) who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCompany, if so directed by the Company and in its discretion may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, cause the Depositary to sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, sales shall be distributed by the Depositary to the record holders of the related Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make have the right, prior to making any distribution of such rights, preferences or privileges, unless to require the Company shall have provided to the Depositary provide an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registeredso registered and provide a separate fee schedule for such services. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of the applicable Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will promptly notify the Depositary of such requirement, that it requirement and will file promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities security unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions Securities Act and the Company shall have provided to the Depositary an opinion of the Securities Actcounsel to such effect. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees with the Depositary that it will promptly notify the Depositary of such requirement requirements and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Washington Mutual Inc), Deposit Agreement (Washington Mutual Inc)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series H Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including the Depositary in writing, either by the issue issuance to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue issuance of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such securities to which such rights, preferences or privileges and securities relate and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Zions Bancorporation /Ut/)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary or the Company to the record holders of Receipts if the Company so directs in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the some or all holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary or the Company, as the case may be, to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relatesecurities, the Company agrees that it will promptly notify the Depositary of such requirement, that it will shall promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.8

Appears in 2 contracts

Samples: Deposit Agreement Deposit Agreement (El Paso Natural Gas Co), Agreement and Plan of Merger (El Paso Natural Gas Co)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series A Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including the Depositary in writing, either by the issue issuance to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue issuance of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such securities to which such rights, preferences or privileges and securities relate and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Zions Bancorporation /Ut/)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons Persons in whose names deposited shares of the Convertible Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depositary and made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be delivered to the Depositary and, if received, in accordance with the written instructions of the Corporation and, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (American Tower Corp /Ma/), Deposit Agreement (Alcoa Inc)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series A Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Us Bancorp \De\), Deposit Agreement (Us Bancorp \De\)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be deemed appropriate by the Depositary in its discretion with the approval of the Company; provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or , then the Depositary, in its discretion (b) if and with approval of the Company, in any case where the Depositary has determined that it is not feasible to the extent instructed by holders of Receipts who do not desire to exercise make such rights, preferences or privilegesprivileges available), the Depositary shall thenmay, if so directed by the Company and if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify with the Depositary of such requirement, that it the Company will file promptly file a registration statement pursuant to the Securities such Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act, and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Ford Motor Co), Deposit Agreement (Ford Motor Co)

Subscription Rights, Preferences or Privileges. If the ---------------------------------------------- Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts Depositary Shares in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (Depositary Shares by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts Depositary Shares who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with the approval of the Company, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders Record Holders of Receipts Depositary Shares entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, privileges unless the Company shall have provided to the Depositary an opinion of counsel stating to the effect that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts Depositary Shares to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities such Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts Depositary Shares any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions provision of the Securities such Act. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to the holders of ReceiptsDepositary Shares, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Monsanto Co), Deposit Agreement (Unova Inc)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series O Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Us Bancorp \De\), Deposit Agreement (PNC Financial Services Group Inc)

Subscription Rights, Preferences or Privileges. If the ---------------------------------------------- Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary Depositary, subject to the last sentence of Section 4.1, to the record holders of Receipts evidencing Depositary Shares representing such Preferred Stock in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02Section 3.2, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, privileges unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective as promptly as practicable and, in any event, sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders persons to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective and the Company shall have provided to the Depositary an opinion of legal counsel to such effect or unless the offering and sale of such securities to such holders persons are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges or related securities or any securities or property referred to in Section 4.2 to be made available to holders of Receipts, the Company agrees that it will promptly notify to take such action or obtain such authorization, consent or permit prior to the Depositary distribution of such requirement rights, preferences or privileges or such securities or property referred to in Section 4.2, as the case may be, and further agrees, in the case of any such related securities, to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit as promptly as practicable and, in any event, sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (CNF Transportation Inc), Deposit Agreement (Bay View Capital Corp)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel and instructs the Depositary that it is not lawful or feasible to make such rights, preferences or privileges available to the some or all holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company in each case, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, shall be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relatesecurities, the Company agrees that it will promptly notify the Depositary of such requirement, that it will shall promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Wynn Resorts LTD), Deposit Agreement (Immunomedics Inc)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons Persons in whose names deposited shares of the Series D Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depositary and made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be delivered to Computershare and, if received, in accordance with the written instructions of the Corporation and, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary Computershare to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that (i) the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act, and (ii) such securities are validly issued, fully paid and non-assessable. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Citizens Financial Group Inc/Ri), Deposit Agreement (Citizens Financial Group Inc/Ri)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered with respect to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not be obligated hereunder to make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary Depositary, upon request of the Depositary, an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required registered thereunder in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notificationfreely transferable.

Appears in 2 contracts

Samples: Deposit Agreement (Enterprise Bancorp Inc /Ma/), Deposit Agreement (Enterprise Bancorp Inc /Ma/)

Subscription Rights, Preferences or Privileges. If the Company ---------------------------------------------- Corporation shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer -------- ------- of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with the approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.023.02 hereof, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 hereof in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of any such rights, preferences or privileges, privileges unless the Company Corporation shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do are not need required to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will Corporation shall promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.such

Appears in 2 contracts

Samples: Deposit Agreement (Bankers Trust New York Corp), Deposit Agreement (Bankers Trust New York Corp)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names the deposited Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depository and thereafter made available by the Depositary Depository to the record holders Record Holders of Receipts in such manner as the Company shall instruct Depository (including in consultation with the Corporation) may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depository in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depository or the Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then [___________], in its discretion (with approval of the Depositary shall thenCorporation, if so directed by in any case where the Company and Depository has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary [___________] to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless notify the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If Depository whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depository that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary Depository make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depository an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depository whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees with the Depository that it the Corporation will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (BAC Capital Trust XIII), Deposit Agreement (BAC Capital Trust XIII)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; providedPROVIDED, howeverHOWEVER, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Company, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities such Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act, and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of Boston Corp), Deposit Agreement (Bankboston Corp)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons Persons in whose names deposited the Series E Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depositary and made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges)reasonably direct; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with the Company and acknowledgement of the Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be delivered to the Depositary and, if received, upon the written instructions of the Corporation and, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges in compliance with the Securities Act to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the Corporation shall have provided to the Depositary an opinion of counsel stating that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Heartland Financial Usa Inc), Deposit Agreement (Webster Financial Corp)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons Persons in whose names deposited shares of the Series B Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depositary and made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with the Company and acknowledgement of the Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be delivered to Computershare and, if received, in accordance with the written instructions of the Corporation and, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary Computershare to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Voya Financial, Inc.), Deposit Agreement (Voya Financial, Inc.)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons Persons in whose names deposited Convertible Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and provided with an opinion of counsel that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered and that if Depositary undertakes such actions it will not be deemed an “issuer” under the Securities Act or an “investment company” under the Investment Company Act of 1940, as amended, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The Company covenants that it will not offer or cause to be offered any such rights, preferences or privileges unless it is able to provide such an opinion of counsel; provided that this provision is solely for the benefit of the holders and does not constitute a waiver of any rights that the holders may have under the Certificate of Incorporation, applicable law or otherwise. The net proceeds of any such sale shall, subject to Sections Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, requirement that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Apache Corp), Deposit Agreement (Hartford Financial Services Group Inc/De)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Series D Preferred Stock is Shares are registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Highwoods Forsyth L P), Deposit Agreement (Highwoods Properties Inc)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary, upon payment of any applicable fees and expenses of the Depositary and any applicable taxes or governmental charges, to the record holders of Receipts in such manner as accordance with the Company shall instruct (including written instructions of the Company, either by the issue to such record holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Company in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will promptly notify the Depositary of such requirement, that it requirement and will file promptly file a registration statement pursuant to the Securities such Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees with the Depositary that it will promptly notify the Depositary of such requirement requirements and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notificationnotification in writing.

Appears in 2 contracts

Samples: Deposit Agreement (Nisource Inc/De), Deposit Agreement (Nisource Inc/De)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is Preference Shares are registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (bii) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and provided with an opinion of counsel that if the Depositary undertakes such actions it will not be deemed an “issuer” under the Securities Act or an “investment company” under the Investment Company Act of 1940, as amended, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, privileges to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that the distribution of such rights, preferences or privileges have has been registered under the Securities Act or do does not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Enstar Group LTD), Deposit Agreement (Enstar Group LTD)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series C Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary and the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Huntington Bancshares Inc/Md), Deposit Agreement (First Pactrust Bancorp Inc)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series D Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, the Company agrees that it Corporation will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (State Street Corp), Deposit Agreement (Goodrich Petroleum Corp)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series D Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary and the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Huntington Bancshares Inc/Md), Deposit Agreement (Banc of California, Inc.)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series K Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Us Bancorp \De\), Deposit Agreement (PNC Financial Services Group Inc)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges); provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its or is advised by legal counsel that it is not lawful or not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and if applicable laws or the terms provided with an opinion of counsel that such rights, preferences or privileges so permithave been registered under the Securities Act of 1933, as amended, or do not need to be registered and that if the Depositary undertakes such actions it will not be deemed an “issuer” under the Securities Act or an “investment company” under the Investment Company Act of 1940, as amended, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, sales shall be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of 1933, as amended, of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it requirement and will file reasonably promptly file a registration statement pursuant to the Securities such Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement requirements and to that the Company will use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification by the Company under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (BioFuel Energy Corp.), Deposit Agreement (BioFuel Energy Corp.)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons Persons in whose names deposited shares of the Series C Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depositary and made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be delivered to the Depositary and, if received, in accordance with the written instructions of the Corporation and, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York Mellon CORP), Deposit Agreement (Bank of New York Mellon CORP)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (JPMorgan Chase Capital XXV), Deposit Agreement (J P Morgan Chase & Co)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is Shares are registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (bii) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections Section 3.01 and Section 3.02, be distributed by the Depositary EquiServe, Inc. to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registeredregistered in order to be freely transferable. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Colonial Properties Trust), Deposit Agreement (Colonial Properties Trust)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is Shares are registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the record Record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record Record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges privileges, the Company determines upon advice of its legal counsel that it is not lawful or not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.023.02 hereof, be distributed by the Depositary to the record Record holders of Receipts entitled thereto as provided by Section 4.01 hereof in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relatesold, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences preferences, or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Sb Financial Group, Inc.), Deposit Agreement (First Citizens Banc Corp /Oh)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons Persons in whose names deposited shares of the Series A Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depositary and made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be delivered to Computershare and, if received, in accordance with the written instructions of the Corporation and, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary Computershare to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that (i) the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act, and (ii) such securities are validly issued, fully paid and non-assessable. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (New York Community Bancorp Inc), Deposit Agreement (New York Community Bancorp Inc)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series A Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary may agree in writing, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company Corporation shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be so registered. If The Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (Old National Bancorp /In/), Deposit Agreement (Old National Bancorp /In/)

Subscription Rights, Preferences or Privileges. 4.3.1 If the Company Corporation shall at any time offer or cause to be offered to the persons Persons in whose names deposited shares of Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depositary and made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be delivered to Equiniti Trust Company and, if received, in accordance with the written instructions of the Corporation and, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary Equiniti Trust Company to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 2 contracts

Samples: Deposit Agreement (American International Group Inc), Deposit Agreement (American International Group Inc)

Subscription Rights, Preferences or Privileges. If the ---------------------------------------------- Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; provided, -------- however, that (ai) if at the time of issue or offer of any such rights, ------- preferences or privileges the Company Depositary determines upon advice of its legal counsel that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Company, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration registra tion statement pursuant to the Securities such Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act, and the Company shall have provided to the Depositary an opinion of counsel to such effect. If The Company shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental govern mental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify with the Depositary of such requirement and to that the Company will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 1 contract

Samples: Deposit Agreement (Merrill Lynch Preferred Capital Trust V)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series H Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 1 contract

Samples: Deposit Agreement (Bb&t Corp)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons Persons in whose names deposited shares of the Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated to the Depositary and made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including direct and the Depositary shall agree, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary shall thenCorporation, if so directed by in its discretion (with acknowledgement of the Company and Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be delivered to the Depositary and, if received, in accordance with the written instructions of the Corporation and, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If in writing whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that (i) the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act, and (ii) such securities are validly issued, fully paid and non-assessable. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 1 contract

Samples: Deposit Agreement (Pacwest Bancorp)

Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is Shares are registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed instructed by the Company Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary Company shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registeredregistered in order to be freely transferable. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities ActAct and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

Appears in 1 contract

Samples: Deposit Agreement (Federal Realty Investment Trust)

Subscription Rights, Preferences or Privileges. If the Company Corporation shall at any time offer or cause to be offered to the persons in whose names deposited the Series W Preferred Stock is registered recorded on the books of the Company Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders Record Holders of Receipts in such manner as the Company Corporation shall instruct (including reasonably direct, either by the issue to such record holders Record Holders of warrants representing such rights, preferences or privileges)privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (ai) if at the time of issue or offer of any such rights, preferences or privileges the Company Depositary or the Corporation determines upon advice of its legal counsel that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders Holders of Receipts (by the issue of warrants or otherwise) , or (bii) if and to the extent so instructed by holders Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary shall thenhas determined that it is not feasible to make such rights, if so directed by the Company and preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges so permitpermit such transfer, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed by the Depositary to the record holders Record Holders of Receipts entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Depositary Corporation shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to notify the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company Corporation agrees with the Depositary that it will file promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until it has received written notice from the Corporation that such a registration statement shall have become effective effective, or unless the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders the Holders are exempt from registration under the provisions of the Securities Act. If The Corporation shall notify the Depositary whether any other action under the law laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders Holders of Receipts, and the Company Corporation agrees that it will promptly notify with the Depositary of such requirement and to that the Corporation will use its commercially reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders Holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section section of this Deposit Agreement unless and until it has received such notification.notification in writing. Section 4.4

Appears in 1 contract

Samples: Deposit Agreement (PNC Financial Services Group, Inc.)

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