Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void. (b) Subject to this Article IX, Capital Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement shall be null and void. (c) For so long as the Securities remain outstanding, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes. (d) The Property Trustee shall provide for the registration of Capital Securities and of the transfer of Capital Securities, which will be effected without charge but only upon payment (with such indemnity as the Property Trustee may require) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital Securities, an Administrative Trustee shall cause one or more new Capital Securities to be issued in the name of the designated transferee or transferees. Every Capital Security surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee duly executed by the Holder or such Holder’s attorney duly authorized in writing. Each Capital Security surrendered for registration of transfer shall be delivered to the Property Trustee and canceled in accordance with Section 7.10. A transferee of a Capital Security shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Capital Security. By acceptance of a Capital Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreement.
Appears in 4 contracts
Samples: Trust Agreement (Webster Capital Trust Vi), Trust Agreement (Webster Capital Trust VII), Trust Agreement (Webster Capital Trust Vi)
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7, Capital Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Sponsor in whole compliance with Article VIII of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding"Security Register") in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Securities and of the transfer transfers of Capital Securities, which will be effected without charge but only upon payment (with such indemnity as the . The Property Trustee may requireis hereby appointed "Security Registrar" for the purpose of registering Capital Securities and transfers of Capital Securities as herein provided.
(d) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital SecuritiesSecurity at an office or agency of the Trust designated for such purpose, an Administrative the Trust shall execute, and the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Capital Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Security Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered .
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (A) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business 15 days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (B) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 4 contracts
Samples: Trust Agreement (Banknorth Capital Trust Ii), Trust Agreement (Us Bancorp \De\), Trust Agreement (Banknorth Group Inc/Me)
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(b) Subject to this Article IX, Capital Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement shall be null and void.
(c) For so long as the Securities remain outstanding, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s 's ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Securities and of the transfer of Capital Securities, which will be effected without charge but only upon payment (with such indemnity as the Property Trustee may require) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital Securities, an Administrative Trustee shall cause one or more new Capital Securities to be issued in the name of the designated transferee or transferees. Every Capital Security surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee duly executed by the Holder or such Holder’s 's attorney duly authorized in writing. Each Capital Security surrendered for registration of transfer shall be delivered to the Property Trustee and canceled in accordance with Section 7.10. A transferee of a Capital Security shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Capital Security. By acceptance of a Capital Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreement.
Appears in 3 contracts
Samples: Trust Agreement (Webster Financial Corp), Trust Agreement (Webster Financial Corp), Trust Agreement (Webster Financial Corp)
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7 and to the requirements of the Securities Act and applicable state securities and blue sky laws, Capital the Trust Preferred Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Sponsor in whole compliance with Article XI of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding"Security Register") in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Trust Preferred Securities and of the transfer transfers of Capital Trust Preferred Securities, which will be effected without charge but only upon payment (with such indemnity as the . The Property Trustee may requireis hereby appointed "Security Registrar" for the purpose of registering Trust Preferred Securities and transfers of Trust Preferred Securities as herein provided.
(d) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital SecuritiesSecurity at an office or agency of the Trust designated for such purpose, an Administrative the Trust shall execute, and in the case of Trust Preferred Securities the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Trust Preferred Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Security Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered .
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (A) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business 15 days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (B) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 2 contracts
Samples: Trust Agreement (Dominion CNG Capital Trust Ii), Trust Agreement (Consolidated Natural Gas Co/Va)
Transfer of Securities. (a) The Preferred Securities may only be transferred, in whole or in part, only in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Preferred Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Preferred Security not made in accordance with this Trust Agreement shall be null and void.
(b) Subject to this Article IXSection 7.1 and Section 6.22, Capital the Preferred Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement shall be null and voidfreely transferable.
(c) For so long as the Securities remain outstanding, the Sponsor agrees (i) not to transfer ownership of the The Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) shall not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, be transferable except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposesIndenture.
(d) The Property Trustee Trust shall cause to be kept at the Corporate Trust Office the books and records in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Capital Preferred Securities and of the transfer transfers of Capital Preferred Securities, which will be effected without charge but only upon payment .
(with such indemnity as the Property Trustee may requiree) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital SecuritiesPreferred Securities at an office or agency of the Trust designated for such purpose, an Administrative Trustee shall cause one or more new Capital Securities to be issued execute, and the Property Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Preferred Securities of any authorized denominations and of a like aggregate principal amount.
(f) At the option of the Holder, Preferred Securities may be exchanged for other Preferred Securities of any authorized denominations and of a like aggregate stated liquidation amount, upon surrender of the Preferred Securities to be exchanged at such office or agency. Every Capital Whenever any Preferred Securities are so surrendered for exchange, an Administrative Trustee shall execute, and the Property Trustee shall authenticate and deliver, the Preferred Securities that the Holder making the exchange is entitled to receive.
(g) If so required by the Property Trustee, every Preferred Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Property Trustee duly executed and the Registrar, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered .
(h) No service charge shall be made for any registration of transfer or exchange of Preferred Securities, but the Trust may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Preferred Securities.
(i) If the Preferred Securities are to be redeemed in part, neither the Administrative Trustees nor the Trust shall be delivered required to register the Property Trustee and canceled in accordance with Section 7.10. A transferee transfer of or exchange any Preferred Securities:
(i) during a period beginning on the opening of business 15 days before the day of the mailing of a Capital Security shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Capital Security. By acceptance of a Capital Security Redemption Notice or any interest thereinnotice of selection of Securities for redemption; or
(ii) so selected for redemption, each transferee shall be deemed to have agreed to be bound by this Trust Agreementexcept the unredeemed portion of any such Preferred Securities being redeemed in part.
Appears in 2 contracts
Samples: Trust Agreement (Indymac Bancorp Inc), Trust Agreement (Indymac Bancorp Inc)
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7, Capital Trust Preferred Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Sponsor in whole compliance with Article Eight of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding"Security Register") in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Trust Preferred Securities and of the transfer transfers of Capital Trust Preferred Securities, which will be effected without charge but only upon payment (with such indemnity as the . The Property Trustee may requireis hereby appointed "Security Registrar" for the purpose of registering Trust Preferred Securities and transfers of Trust Preferred Securities as herein provided.
(d) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital SecuritiesSecurity at an office or agency of the Trust designated for such purpose, an Administrative the Trust shall execute, and in the case of Trust Preferred Securities the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Trust Preferred Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Security Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered .
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (A) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business 15 days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (B) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 2 contracts
Samples: Trust Agreement (Virginia Electric & Power Co), Trust Agreement (CSX Capital Trust 1)
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7, Capital Trust Preferred Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Sponsor in whole compliance with Article XI of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding"Security Register") in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Trust Preferred Securities and of the transfer transfers of Capital Trust Preferred Securities, which will be effected without charge but only upon payment (with such indemnity as the . The Property Trustee may requireis hereby appointed "Security Registrar" for the purpose of registering Trust Preferred Securities and transfers of Trust Preferred Securities as herein provided.
(d) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital SecuritiesSecurity at an office or agency of the Trust designated for such purpose, an Administrative the Trust shall execute, and in the case of Trust Preferred Securities the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Trust Preferred Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Security Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered .
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (A) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business 15 days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (B) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 2 contracts
Samples: Trust Agreement (Markel Corp), Trust Agreement (Dominion Resources Inc /Va/)
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7, Capital Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Sponsor in whole compliance with Article VIII of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding"Security Register") in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Securities and of the transfer transfers of Capital Securities, which will be effected without charge but only upon payment (with such indemnity as the . The Property Trustee may requireis hereby appointed "Security Registrar" for the purpose of registering Capital Securities and transfers of Capital Securities as herein provided.
(d) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital SecuritiesSecurity at an office or agency of the Trust designated for such purpose, an Administrative the Trust shall execute, and the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Capital Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Security Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered .
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (A) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business fifteen (15) days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (B) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 2 contracts
Samples: Trust Agreement (Compass Trust Iii), Trust Agreement (Compass Bancshares Inc)
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7, Capital Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Sponsor in whole compliance with Article XI of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding"Security Register") in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Securities and of the transfer transfers of Capital Securities, which will be effected without charge but only upon payment (with such indemnity as the . The Property Trustee may requireis hereby appointed "Security Registrar" for the purpose of registering Capital Securities and transfers of Capital Securities as herein provided.
(d) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Security at an office or agency of the Trust designated for such purpose, the Trust shall execute, and in the case of Capital Securities, an Administrative Securities the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Capital Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Security Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered .
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (A) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business 15 days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (B) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 2 contracts
Samples: Trust Agreement (Dominion Resources Inc /Va/), Trust Agreement (Dominion Resources Capital Trust Iv)
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7, Capital Preferred Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Sponsor in whole compliance with Article XI of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding"Security Register") in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Preferred Securities and of the transfer transfers of Capital Preferred Securities, which will be effected without charge but only upon payment (with such indemnity as the . The Property Trustee may requireis hereby appointed "Security Registrar" for the purpose of registering Preferred Securities and transfers of Preferred Securities as herein provided.
(d) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital SecuritiesSecurity at an office or agency of the Trust designated for such purpose, an Administrative the Trust shall execute, and in the case of Preferred Securities the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Preferred Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Security Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered .
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (A) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business 15 days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (B) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 1 contract
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7, Capital Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Note Issuer in whole compliance with Article XI of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding"Security Register") in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Securities and of the transfer transfers of Capital Securities, which will be effected without charge but only upon payment (with such indemnity as the . The Property Trustee may requireis hereby appointed "Security Registrar" for the purpose of registering Capital Securities and transfers of Capital Securities as herein provided.
(d) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Security at an office or agency of the Trust designated for such purpose, the Trust shall execute, and in the case of Capital Securities, an Administrative Securities the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Capital Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Security Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered .
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (A) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business 15 days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (B) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 1 contract
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7, Capital the Trust Preferred Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Sponsor in whole compliance with Article Eight of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Trust Preferred Securities and of the transfer transfers of Capital Trust Preferred Securities, which will be effected without charge but only upon payment (with such indemnity as the . The Property Trustee may requireis hereby appointed “Security Registrar” for the purpose of registering Trust Preferred Securities and transfers of Trust Preferred Securities as herein provided.
(d) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital SecuritiesSecurity at an office or agency of the Trust designated for such purpose, an Administrative the Trust shall execute, and in the case of Trust Preferred Securities the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Trust Preferred Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Security Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered .
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (A) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business 15 days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (B) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 1 contract
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7, Capital Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Sponsor in whole compliance with Article VIII of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at an office or offices designated by the Trust a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Securities and of transfers of Capital Securities. The Trust initially designates the transfer Property Trustee, 000 Xxxxxxx Xxxxxx, Floor 8 West, New York, New York 10286, Attention: Corporate Trust Administration, as its office for the purpose of registering Capital Securities and transfers of Capital Securities, which will be effected without charge but only upon payment and hereby initially appoints The Bank of New York as “Security Registrar” for such purposes.
(with such indemnity as the Property Trustee may required) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital SecuritiesSecurity at an office or agency of the Trust designated for such purpose, an Administrative the Trust shall execute, and the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Capital Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Security Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered .
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (A) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business 15 days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (B) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 1 contract
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, only in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(b) Subject to this Article IX, Capital Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement shall be null and void.
(c) For so long as the Securities remain outstanding, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee Administrative Trustees shall provide for the registration of Capital Preferred Securities and of the transfer of Capital Preferred Securities, which will be effected without charge but only upon payment (with such indemnity as the Property Trustee Administrative Trustees may require) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital Preferred Securities, an the Administrative Trustee Trustees shall cause one or more new Capital Preferred Securities to be issued in the name of the designated transferee or transferees. Every Capital Preferred Security surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Administrative Trustees and the Registrar duly executed by the Holder or such Holder’s 's attorney duly authorized in writing. Each Capital Preferred Security surrendered for registration of transfer shall be delivered to canceled by the Property Trustee and canceled in accordance with Section 7.10Trustee. A transferee of a Capital Preferred Security shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Capital Preferred Security. By acceptance of a Capital Security or any interest thereinPreferred Security, each transferee shall be deemed to have agreed to be bound by this Trust Agreement.
(c) For so long as the Trust Securities remain outstanding, the Sponsor agrees (i) to directly or indirectly maintain 100% direct or indirect ownership of the Common Securities; provided, however, that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor's ownership of such Common Securities; (ii) to use its reasonable efforts to cause the Trust (A) to remain a business trust, except in connection with the distribution of Debentures to the Holders of Trust Securities in dissolution and liquidation of the Trust, the redemption of all of the Trust Securities or certain mergers, conversions, consolidations or amalgamations, each as permitted by this Trust Agreement; and (B) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes; and (iii) to use its reasonable efforts to cause each Holder of Trust Securities to be treated as owning an undivided beneficial interest in the Debentures.
Appears in 1 contract
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7, Capital Trust Preferred Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Sponsor in whole compliance with Article Eight of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Trust Preferred Securities and of the transfer transfers of Capital Trust Preferred Securities, which will be effected without charge but only upon payment (with such indemnity as the . The Property Trustee may requireis hereby appointed “Security Registrar” for the purpose of registering Trust Preferred Securities and transfers of Trust Preferred Securities as herein provided.
(d) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital SecuritiesSecurity at an office or agency of the Trust designated for such purpose, an Administrative the Trust shall execute, and in the case of Trust Preferred Securities the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Trust Preferred Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Security Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered .
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (A) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business 15 days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (B) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 1 contract
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7, Capital Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Sponsor in whole compliance with Article VIII of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding"Security Register") in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Securities and of the transfer transfers of Capital Securities, which will be effected without charge but only upon payment (with such indemnity as the . The Property Trustee may requireis hereby appointed "Security Registrar" for the purpose of registering Capital Securities and transfers of Capital Securities as herein provided.
(d) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital SecuritiesSecurity at an office or agency of the Trust designated for such purpose, an Administrative the Trust shall execute, and the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Capital Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Security Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered .
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (i) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business 15 days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (ii) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 1 contract
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement Declaration and in the terms of the Securities. Any transfer or purported transfer of any Security not made in accordance with this Trust Agreement Declaration shall be null and void.
(b) Subject to this Article IX, Capital Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement shall be null and void.
(c) For so long as the Securities remain outstanding, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee Administrative Trustees shall provide for the registration of Capital Securities and of the transfer of Capital Securities, which will be effected without charge but only upon payment (with such indemnity as the Property Trustee Administrative Trustees may require) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital Securities, an the Administrative Trustee Trustees shall cause one or more new Capital Securities to be issued in the name of the designated transferee or transferees. Every Capital Security surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Administrative Trustees and the Registrant duly executed by the Holder or such Holder’s 's attorney duly authorized in writing. Each Capital Security surrendered for registration of transfer shall be delivered to canceled by the Property Trustee and canceled in accordance with Section 7.10Trustee. A transferee of a Capital Security shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Capital Security. By acceptance of a Capital Security or any interest thereinSecurity, each transferee shall be deemed to have agreed to be bound by this Declaration.
(c) For so long as the Trust AgreementSecurities remain outstanding, the Sponsor will covenant (i) to directly or indirectly maintain 100% direct or indirect ownership of the Common Securities of the Trust; provided, however, that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor's ownership of such Common Securities, (ii) to use its reasonable efforts to cause the Trust (a) to remain a business trust, except in connection with the distribution of Debentures to the Holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Declaration, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes and (iii) to use its reasonable efforts to cause each holder of Trust Securities to be treated as owning an undivided beneficial interest in the Debentures.
Appears in 1 contract
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7, Capital Preferred Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Sponsor in whole compliance with Article VIII of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee or the Registrar a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding"Security Register") in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Preferred Securities and of the transfer transfers of Capital Preferred Securities, which will be effected without charge but only upon payment .
(with such indemnity as the Property Trustee may required) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital SecuritiesSecurity at an office or agency of the Trust designated for such purpose, an Administrative the Trust shall execute, and the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Preferred Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered Exhibit (4)(s)
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (A) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business 15 days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (B) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 1 contract
Samples: Trust Agreement (Weyerhaeuser Co)
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7, Capital Preferred Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Sponsor in whole compliance with Article VIII of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee or the Registrar a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding"Security Register") in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Preferred Securities and of the transfer transfers of Capital Preferred Securities, which will be effected without charge but only upon payment .
(with such indemnity as the Property Trustee may required) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital SecuritiesSecurity at an office or agency of the Trust designated for such purpose, an Administrative the Trust shall execute, and the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Preferred Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered Exhibit (4)(t)
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (A) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business 15 days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (B) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 1 contract
Samples: Trust Agreement (Weyerhaeuser Co)
Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Securities. Any To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void.
(bi) Subject to this Article IX7, Capital Securities shall be freely transferable.
(ii) The Holder of the Common Securities may only be transferrednot transfer the Common Securities except (A) in compliance with a consolidation, merger, sale, conveyance or lease of the Sponsor in whole compliance with Article VIII of the Indenture or (B) to the Sponsor or an Affiliate thereof in partcompliance with applicable law, in accordance with including the terms Securities Act and conditions applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in this Trust Agreement. Any transfer or purported transfer of any Capital Security not made in accordance with this Trust Agreement the immediately preceding sentence shall be null and void.
(c) For so long The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee a register (the register maintained in such office being herein sometimes referred to as the Securities remain outstanding“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Sponsor agrees (i) not to transfer ownership of the Common Securities of the Trust, provided that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the dissolution, winding-up or termination of the Trust, except as provided in this Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to remain a statutory trust, except in connection with the distribution of Debentures to the Holders in liquidation of the Trust, the redemption of all of the Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.
(d) The Property Trustee shall provide for the registration of Capital Securities and of the transfer transfers of Capital Securities, which will be effected without charge but only upon payment (with such indemnity as the . The Property Trustee may requireis hereby appointed “Security Registrar” for the purpose of registering Capital Securities and transfers of Capital Securities as herein provided.
(d) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Capital SecuritiesSecurity at an office or agency of the Trust designated for such purpose, an Administrative the Trust shall execute, and the Property Trustee shall cause one or more new Capital Securities to be issued authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.
(e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Capital Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
(f) Every Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee Trust and the Security Registrar duly executed executed, by the Holder thereof or such Holder’s his attorney duly authorized in writing. Each Capital Security surrendered .
(g) No service charge shall be made for any registration of transfer shall be delivered to or exchange of Securities, but the Property Trustee and canceled in accordance with Section 7.10. A transferee Trust may require payment of a Capital Security sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.
(h) If the Securities are to be redeemed in part, the Trust shall not be entitled required (A) to issue, register the rights and subject to transfer of or exchange any Securities during a period beginning at the obligations opening of business 15 days before the day of the mailing of a Holder hereunder upon notice of redemption of any such Securities selected for redemption under Section 7.4 and ending at the receipt by close of business on the day of such transferee mailing, or (B) to register the transfer or exchange of a Capital Security. By acceptance any Security so selected for redemption in whole or in part, except the unredeemed portion of a Capital any Security or any interest therein, each transferee shall be deemed to have agreed to be bound by this Trust Agreementbeing redeemed in part.
Appears in 1 contract
Samples: Trust Agreement (Us Bancorp \De\)
