Common use of Transfer of Company Preferred Certificates Clause in Contracts

Transfer of Company Preferred Certificates. (a) The Board of Directors shall provide for the registration and transfer of each class of Company Preferred Certificates in a record thereof (each a "Securities Register") and shall appoint a securities registrar (the "Registrar") and transfer agent (the "Transfer Agent") to act on its behalf; provided, however, that without any action on the part of the Board of Directors being necessary, Wilmington Trust Company is hereby appointed as the initial Registrar and Transfer Agent. Subject to the other provisions of this Article XIII, upon surrender for registration of transfer of any Company Preferred Certificate, the Board of Directors shall cause one or more new Company Preferred Certificates to be issued in the name of the designated transferee or transferees. Every Company Preferred Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Board of Directors duly executed by the Preferred Securityholder or his or her attorney duly authorized in writing. Any registration of transfer shall be effected upon the Transfer Agent being satisfied with the documents of title and identity of the Person making the request upon the receipt by the Transfer Agent of any applicable certificate relating to transfer restrictions as described below, and subject to such reasonable regulations as the Company may from time to time establish. Each Company Preferred Certificate surrendered for registration of transfer shall be canceled by the Board of Directors. A transferee of a Company Preferred Certificate shall be admitted to the Company as a Preferred Securityholder and shall be entitled to the rights and subject to the obligations of a Preferred Securityholder hereunder upon receipt by such transferee of a Company Preferred Certificate. By acceptance of a Company Preferred Certificate, each transferee shall be bound by this Agreement. The transferor of a Preferred Certificate, in whole, shall cease to be a Preferred Securityholder at the time that the transferee of such Company Preferred Certificate is admitted to the Company as a Preferred Securityholder in accordance with this Section 13.5.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (UBS Preferred Funding Trust VIII), Administration Agreement (Ubs Preferred Funding Trust Iv), Administration Agreement (UBS Preferred Funding Trust VIII)

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Transfer of Company Preferred Certificates. (a) The Board of Directors shall provide for the registration and transfer of each class of Company Preferred Certificates in a record thereof (each a "Securities RegisterSECURITIES REGISTER") and shall appoint a securities registrar (the "Registrar") and transfer agent (the "Transfer AgentREGISTRAR") to act on its behalf, or may act as its own Registrar; provided, however, that without any action on the part of the Board of Directors being necessary, Wilmington Trust Company is hereby The Bank of New York, or any of its Affiliates, may be appointed as the initial Registrar and Transfer Agentby any officer of the Company. Subject to the other provisions of this Article XIII13, upon surrender for registration of transfer of any Company Preferred Certificate, the Board of Directors shall cause one or more new Company Preferred Certificates to be issued in the name of the designated transferee or transferees. Every Company Preferred Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Board of Directors duly executed by the Company Preferred Securityholder or his or her attorney duly authorized in writing. Any registration of transfer shall be effected upon the Transfer Agent Registrar being satisfied with the documents of title and identity of the Person making the request request, upon the receipt by the Transfer Agent Registrar of any applicable certificate relating to transfer restrictions as described below, and subject to such reasonable regulations as the Company may from time to time establish. Each Company Preferred Certificate surrendered for registration of transfer shall be canceled by the Board of DirectorsRegistrar. A transferee of a Company Preferred Certificate shall be admitted to the Company Company, as a Company Preferred Securityholder and shall be entitled to the rights and subject to the obligations of a Company Preferred Securityholder hereunder upon receipt by such transferee of a Company Preferred Certificate. By acceptance of a Company Preferred Certificate, each transferee shall be bound by this Agreement. The transferor of a Company Preferred Certificate, in whole, shall cease to be a Company Preferred Securityholder at the time that the transferee of such Company Preferred Certificate is admitted to the Company as a Company Preferred Securityholder in accordance with this Section 13.5.

Appears in 2 contracts

Samples: Administration Agreement (Teco Capital Trust Iii), Administration Agreement (Teco Energy Inc)

Transfer of Company Preferred Certificates. (a) The Board of Directors shall provide for the registration and transfer of each class of Company Preferred Certificates in a record thereof (each a "Securities Register") and shall appoint a securities registrar (the "Registrar") and transfer agent (the "Transfer Agent") to act on its behalf; provided, however, that without any action on the part of the Board of Directors being necessary, Wilmington Trust Company [--] is hereby appointed as the initial Registrar and Transfer Agent. Subject to the other provisions of this Article XIII, upon surrender for registration of transfer of any Company Preferred Certificate, the Board of Directors shall cause one or more new Company Preferred Certificates to be issued in the name of the designated transferee or transferees. Every Company Preferred Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Board of Directors duly executed by the Preferred Securityholder or his or her attorney duly authorized in writing. Any registration of transfer shall be effected upon the Transfer Agent being satisfied with the documents of title and identity of the Person making the request upon the receipt by the Transfer Agent transfer agent of any applicable certificate relating to transfer restrictions as described below, and subject to such reasonable regulations as the Company may from time to time establish. Each Company Preferred Certificate surrendered for registration of transfer shall be canceled by the Board of Directors. A transferee of a Company Preferred Certificate shall be admitted to the Company as a Preferred Securityholder and shall be entitled to the rights and subject to the obligations of a Preferred Securityholder hereunder upon receipt by such transferee of -45- 50 a Company Preferred Certificate. By acceptance of a Company Preferred Certificate, each transferee shall be bound by this Agreement. The transferor of a Preferred Certificate, in whole, shall cease to be a Preferred Securityholder at the time that the transferee of such Company Preferred Certificate is admitted to the Company as a Preferred Securityholder in accordance with this Section 13.5.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ubs Preferred Funding Co LLC I)

Transfer of Company Preferred Certificates. (a) The Board of Directors shall provide for the registration and transfer of each class of Company Preferred Certificates in a record thereof (each a "Securities Register") and shall appoint a securities registrar (the "Registrar") and transfer agent (the "Transfer Agent") to act on its behalf; provided, however, that without any action on the part of the Board of Directors being necessary, Wilmington Trust Company is hereby appointed as the initial Registrar and Transfer Agent. Subject to the other provisions of this Article XIII, upon surrender for registration of transfer of any Company Preferred Certificate, the Board of Directors shall cause one or more new Company Preferred Certificates to be issued in the name of the designated transferee or transferees. Every Company Preferred Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Board of Directors duly executed by the Preferred Securityholder or his or her attorney duly authorized in writing. Any registration of transfer shall be effected upon the Transfer Agent being satisfied with the documents of title and identity of the Person making the request upon the receipt by the Transfer Agent of any applicable certificate relating to transfer restrictions as described below, and subject to such reasonable regulations as the Company may from time to time establish. Each Company Preferred Certificate surrendered for registration of transfer shall be canceled by the Board of Directors. A transferee of a Company Preferred Certificate shall be admitted to the Company as a Preferred Securityholder and shall be entitled to the rights and subject to the obligations of a Preferred Securityholder hereunder upon receipt by such transferee of a Company Preferred Certificate. By acceptance of a Company Preferred Certificate, each transferee shall be bound by this Agreement. The transferor of a Preferred Certificate, in whole, shall cease to be a Preferred Securityholder at the time that the transferee of such Company Preferred Certificate is admitted to the Company as a Preferred Securityholder in accordance with this Section 13.5. -45- 51 (b) Upon surrender for registration of transfer of any Company Preferred Certificate at the office or agency of the Company or the Registrar maintained for that purpose, subject to Section 13.6, the Company shall deliver or cause to be delivered to the Registrar in a form duly executed on behalf of the Company in the manner provided for in Section 13.4(a), and the Registrar shall countersign in the manner provided in and to the extent required by Section 13.4(a) and deliver, in the name of the designated transferee or transferees, one or more new Company Preferred Certificates in authorized denominations of a like aggregate liquidation preference dated the date of execution by such Registrar. The Registrar shall not be required, (i) to issue, register the transfer of or exchange any Company Preferred Security or Company Parity Preferred Securities during a period beginning at the opening of business 15 days before the day of selection for redemption of such Company Preferred Securities or Company Parity Preferred Securities and ending at the close of business on the day of mailing of the notice of redemption, or (ii) to register the transfer of or exchange any Company Preferred Security or Company Parity Preferred Securities so selected for redemption in whole or in part, except, in the case of any such Company Preferred Security or Company Parity Preferred Securities to be redeemed in part, any portion thereof not to be redeemed. No service charge shall be made for any registration of transfer or exchange of Company Preferred Certificates, but the Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Company Preferred Certificates.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ubs Preferred Funding Trust Iii)

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Transfer of Company Preferred Certificates. (a) The Board of Directors shall provide for the registration and transfer of each class of Company Preferred Certificates in a record thereof (each a "Securities Register") and shall appoint a securities registrar (the "Registrar") and transfer agent (the "Transfer Agent") to act on its behalf; provided, however, that without any action on the part of the Board of Directors being necessary, Wilmington Trust Company is hereby appointed as the initial Registrar and Transfer Agent. Subject to the other provisions of this Article XIII, upon surrender for registration of transfer of any Company Preferred Certificate, the Board of Directors shall cause one or more new Company Preferred Certificates to be issued in the name of the designated transferee or transferees. Every Company Preferred Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Board of Directors duly executed by the Preferred Securityholder or his or her attorney duly authorized in writing. Any registration of transfer shall be effected upon the Transfer Agent being satisfied with the documents of title and identity of the Person making the request upon the receipt by the Transfer Agent of any applicable certificate relating to transfer restrictions as described below, and subject to such reasonable regulations as the Company may from time to time establish. Each Company Preferred Certificate surrendered for registration of transfer shall be canceled by the Board of Directors. A transferee of a Company Preferred Certificate shall be admitted to the Company as a Preferred Securityholder and shall be entitled to the rights and subject to the obligations of a Preferred Securityholder hereunder upon receipt by such transferee of a Company Preferred Certificate. By acceptance of a Company Preferred Certificate, each transferee shall be bound by this Agreement. The transferor of a Preferred Certificate, in whole, shall cease to be a Preferred Securityholder at the time that the transferee of such Company Preferred Certificate is admitted to the Company as a Preferred Securityholder in accordance with this Section 13.5.Preferred

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ubs Preferred Funding Trust Iii)

Transfer of Company Preferred Certificates. (a) The Board of Directors shall provide for the registration and transfer of each class of Company Preferred Certificates in a record thereof (each a "Securities RegisterSECURITIES REGISTER") and shall appoint a securities registrar (the "Registrar") and transfer agent (the "Transfer AgentREGISTRAR") to act on its behalf, or may act as its own Registrar; provided, however, that without any action on the part of the Board of Directors being necessary, Wilmington Trust Company is hereby The Bank of New York, or any of its Affiliates, may be appointed as the initial Registrar and Transfer Agentby any officer of the Company. Subject to the other provisions of this Article XIII13, upon surrender for registration of transfer of any Company Preferred Certificate, the Board of Directors shall cause one or more new Company Preferred Certificates to be issued in the name of the designated transferee or transferees. Every Company Preferred Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Board of Directors duly executed by the Company Preferred Securityholder or his or her attorney duly authorized in writing. Any registration of transfer shall be effected upon the Transfer Agent Registrar being satisfied with the documents of title and identity of the Person making the request request, upon the receipt by the Transfer Agent Registrar of any applicable certificate relating to transfer restrictions as described below, and subject to such reasonable regulations as the Company may 31 37 from time to time establish. Each Company Preferred Certificate surrendered for registration of transfer shall be canceled by the Board of DirectorsRegistrar. A transferee of a Company Preferred Certificate shall be admitted to the Company Company, as a Company Preferred Securityholder and shall be entitled to the rights and subject to the obligations of a Company Preferred Securityholder hereunder upon receipt by such transferee of a Company Preferred Certificate. By acceptance of a Company Preferred Certificate, each transferee shall be bound by this Agreement. The transferor of a Company Preferred Certificate, in whole, shall cease to be a Company Preferred Securityholder at the time that the transferee of such Company Preferred Certificate is admitted to the Company as a Company Preferred Securityholder in accordance with this Section 13.5.

Appears in 1 contract

Samples: Administration Agreement (Teco Energy Inc)

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