Definitive Form Clause Samples

Definitive Form. The Issuer may provide in the Issue Supplement that all or a portion of the Certificates for a Trust may be issued in definitive or temporary form, either as to individual Certificates or as to a global Certificate held by a securities registry acceptable to the Issuer (in which case individual interests in the global Certificate will be held and transferred in the manner provided in the rules of the applicable securities registry). If a definitive or temporary Certificate is used, the form of the Certificate, including denominations, as well as the necessary procedures for the registration, transfer, exchange and replacement of the Certificates, and, if applicable, conversion to book-entry form, will be provided in the Issue Supplement.

Definitive Form. If (a) (i) the Depositary has notified the Company that it is unwilling or unable to continue as depositary for the Debentures or (ii) the Depositary has ceased to be a clearing agency registered under the Exchange Act, and in either case a successor Depositary is not appointed by the Company within 90 days of notice thereof, (b) an Event of Default has occurred with regard to the Debentures and has not been cured or waived, or (c) the Company at any time and in its sole discretion and subject to the procedures of the Depositary determines not to have the Debentures represented by Global Securities, the Company may issue the Debentures in definitive form in exchange for such Global Securities. In any such instance, an owner of a beneficial interest in Debentures will be entitled to physical delivery in definitive form of Debentures, equal in principal amount to such beneficial interest and to have Debentures registered in its name as shall be established in a Company Order.

Definitive Form. If (a) (i) the Depositary is at any time unwilling or unable to continue as depositary for the 2023 Debentures or (ii) the Depositary has ceased to be a clearing agency registered under the Exchange Act, and in either case a successor Depositary is not appointed by the Company within 90 days of notice thereof, (b) an Event of Default has occurred with regard to the 2023 Debentures and has not been cured or waived, or (c) the Company at any time and in its sole discretion and subject to the procedures of the Depositary determines not to have the 2023 Debentures represented by Global Securities, the Company may issue the 2023 Debentures in definitive form in exchange for such Global Securities. In any such instance, an owner of a beneficial interest in 2023 Debentures will be entitled to physical delivery in definitive form of 2023 Debentures, equal in principal amount to such beneficial interest and to have 2023 Debentures registered in its name as shall be established in a Company Order.

Definitive Form. The Notes may be issued in definitive form pursuant to the terms of the Base Indenture.

Definitive Form. If (a) the Depository is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (b) an Event of Default has occurred with regard to the Notes and has not been cured or waived, or (c) the Company at any time and in its sole discretion determines not to have the Notes represented by Global Securities, the Company may issue the Notes in definitive form in exchange for such Global Securities. In any such instance, an owner of a beneficial interest in Notes will be entitled to physical delivery in definitive form of Notes, equal in principal amount to such beneficial interest and to have Notes registered in its name as shall be established in a Company order.

Definitive Form. If (a) the Depository is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days of notice thereof, (b) an Event of Default has occurred with regard to the 2037 Debentures and has not been cured or waived, or (c) the Company at any time and in its sole discretion determines not to have the 2037 Debentures represented by Global Securities, the Company may issue the 2037 Debentures in definitive form in exchange for such Global Securities. In any such instance, an owner of a beneficial interest in 2037 Debentures will be entitled to physical delivery in definitive form of 2037 Debentures, equal in principal amount to such beneficial interest and to have 2037 Debentures registered in its name as shall be established in a Company order.

Definitive Form. If (a) (i) the Depositary is at any time unwilling or unable to continue as depositary for the Notes or (ii) the Depositary has ceased to be a clearing agency registered under the Exchange Act, and in either case a successor Depositary is not appointed by the Company within 90 days of notice thereof, (b) an Event of Default has occurred with regard to the Notes and has not been cured or waived, or (c) the Company at any time and in its sole discretion and subject to the procedures of the Depositary determines not to have the Notes represented by Global Securities, the Company may issue the Notes in definitive form in exchange for such Global Securities. In any such instance, an owner of a beneficial interest in Notes will be entitled to physical delivery in definitive form of Notes, equal in principal amount to such beneficial interest and to have Notes registered in its name as shall be established in a Company Order.

Definitive Form. Subject to the procedures of the Depositary, a Global Security shall be exchangeable for the Notes registered in the names of Persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Company that (x) it is unwilling or unable to properly discharge its responsibilities as a Depositary for such Global Security or (y) has ceased to be a clearing agency registered under the Exchange Act, at a time when the Depositary is required to be so registered to act as such Depositary and, in the case of (x) or (y), no qualified successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such unwillingness, inability or cessation, (ii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Global Security and the beneficial owners representing a majority in principal amount of the Notes represented by the Global Security advise the Depositary to cease acting as such for the Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes registered in such name or names as the Trustee instructs, as provided in the Original Indenture.