Common use of Unit Register Clause in Contracts

Unit Register. The Unit Agent shall maintain books (“Unit Register”), for the registration of original issuance and the registration of transfer of the Units. Upon the initial issuance of the Units, the Unit Agent shall issue and register the Units in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Unit Agent by the Company. To the extent the Units are DTC eligible as of the Issuance Date, all of the Units shall be represented by one or more Book-Entry Unit Certificates deposited with the Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in the Book-Entry Unit Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for each Book-Entry Unit Certificate; (ii) by institutions that have accounts with the Depository (such institution, with respect to a Unit in its account, a “Participant”); or (iii) directly on the book-entry records of the Unit Agent with respect only to owners of beneficial interests that represent such direct registration. If the Units are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Units, the Company may instruct the Unit Agent regarding making other arrangements for book-entry settlement within ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Unit s are not eligible for, or it is no longer necessary to have the Unit s available in, book-entry form, the Unit Agent shall provide written instructions to the Depository to deliver to the Unit Agent for cancellation each Book-Entry Unit Certificate, and the Company shall instruct the Unit Agent to deliver to the Depository definitive Unit Certificates in physical form evidencing such Units. Such definitive Unit Certificates shall be in substantially the form annexed hereto as Exhibit A.

Appears in 4 contracts

Samples: Unit Agency Agreement (Chanticleer Holdings, Inc.), Unit Agency Agreement (TrovaGene Inc.), Unit Agency Agreement (Synergy Pharmaceuticals, Inc.)

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