Common use of Definitive Certificates Clause in Contracts

Definitive Certificates. If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the Securities, or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities Units and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, , (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the SecuritiesUnits, or or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Book- Entry Interests with respect to the Securities Units by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If If: (i1) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities or ceases to be eligible as a "clearing agency" under the Exchange Act and a successor Clearing Agency is not appointed by the Company pursuant to Section 3.8 within 90 days after such discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the book-entry system through receives notice from the Clearing Agency with respect to the Securities, of such election or becomes aware of such cessation; or (iii2) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company and the Purchase Contract Agent shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities Units and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the SecuritiesUnits, or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities Units by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities Units and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, , (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the SecuritiesUnits, or or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Book- Entry Interests with respect to the Securities Units by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company and the Agent shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the Securities, or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, or one or more Debentures, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If If: (i) a Clearing Agency the Depositary elects to discontinue its services as securities depositary with respect to the Securities and a successor Clearing Agency Depositary is not appointed pursuant to Section 3.08 within 90 days after such discontinuance pursuant to Section 3.8, discontinuance; or (ii) the Company elects elects, after consultation with the Purchase Contract Agent, to terminate the book-entry system through for the Clearing Agency Securities, then (x) definitive Certificates shall be prepared by the Company with respect to such Securities and delivered to the Securities, or Purchase Contract Agent and (iiiy) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities by the Clearing AgencyDepositary, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing AgencyDepositary. The Company and the Purchase Contract Agent shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions. Each definitive Certificate so delivered shall evidence Securities of the same kind and tenor as the Global Certificate so surrendered in respect thereof.

Definitive Certificates. If If (ia) a Clearing Agency elects notifies the Company that it is unwilling or unable to discontinue continue its services as securities depositary with respect to the Securities Units and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, 3.08, (iib) the Company elects to terminate the book-entry system arrangements through the Clearing Agency with respect to the Securities, or Units or (iiic) there shall have occurred and be continuing a default by the Company in respect of its obligations under one this Agreement or more Purchase Contractsthe Indenture governing the Notes, then then, upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities Units by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the book-book- entry system through the Clearing Agency with respect to the Securities, or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities Units and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, , (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the SecuritiesUnits, or or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities Units by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company and the Agent shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities Units and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, , (ii) the Company elects to terminate the book-entry system arrangements through the Clearing Agency with respect to the SecuritiesUnits, or or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities Units by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If If: (i1) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities or ceases to be eligible as a "clearing agency" under the Exchange Act and a successor Clearing Agency is not appointed by the Company under Section 3.8 within 90 days after such discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the book-entry system through receives notice from the Clearing Agency with respect to the Securities, of such election or becomes aware of such cessation; or (iii2) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company and the Purchase Contract Agent shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the Securities, or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, or one or more Notes, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.83.08, (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the Securities, or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, or one or more Notes, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the Securities, or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions instruc tions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If If (i) a Clearing Agency Depositary elects to discontinue its services as securities depositary Depositary with respect to the Securities Units and a successor Clearing Agency Depositary is not appointed within 90 days after such discontinuance pursuant to Section 3.8, 2.10; (ii) the Company elects to terminate the book-entry system through the Clearing Agency Depositary with respect to the Securities, or SQUARZ and/or the Stripped SQUARZ; or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, SQUARZ; then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities Units by the Clearing AgencyDepositary, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing AgencyDepositary. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If If (i) a Clearing Agency elects notifies the Company that it is unwilling or unable to discontinue continue its services as securities depositary with respect to the Securities Units and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, , (ii) the Company elects to terminate the book-entry system arrangements through the Clearing Agency with respect to the SecuritiesUnits, or or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then then, upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities Units by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to all or a portion of the Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to all or a portion of the Securities, or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender by the Clearing Agency of the Global Certificates representing the Book-Entry Interests with respect to the Securities by the Clearing Agencyapplicable Securities, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities Units and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, (ii) the Company TECO elects to terminate the book-entry system through the Clearing Agency with respect to the SecuritiesUnits, or (iii) there shall have occurred and be continuing a default by the Company TECO in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities Units by the Clearing Agency, accompanied by registration instructions, the Company TECO shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company TECO shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If (i) a Clearing Agency elects to discontinue its services as securities depositary deposi tary with respect to the Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the Securities, or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the Securities, or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, or one or more Capital Securities or Debentures, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If If: (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities Units and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, , (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the SecuritiesUnits, or or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Book- Entry Interests with respect to the Securities Units by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company and the Agent shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

Definitive Certificates. If If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities DECS and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, , (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the SecuritiesDECS, or or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Forward Purchase Contracts, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities DECS by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners Clearing Agency Participants in accordance with the instructions of the Clearing Agency. The Company and the Agent shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, on such instructions.

Definitive Certificates. If (i) a Clearing Agency ------------------------ elects to discontinue its services as securities depositary with respect to the Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the book-entry system through the Clearing Agency with respect to the Securities, or (iii) there shall have occurred and be continuing a default by the Company in respect of its obligations under one or more Purchase Contracts, or one or more Notes, then upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Securities by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.