Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series A Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series A Preferred Stock to be deposited, properly endorsed in the name of the Depositary (or its nominee) or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement including a guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at the guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”) in a form reasonably satisfactory to the Depositary, together with (i) all such certifications as may be reasonably required by the Depositary pursuant to this Deposit Agreement, (ii) an instruction letter from the Corporation authorizing the Depositary to register such shares of the Series A Preferred Stock in book-entry form, each in form satisfactory to the Depositary, and (iii) a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the Person or Persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited shares of Series A Preferred Stock. The shares of Series A Preferred Stock that are deposited pursuant to this Deposit Agreement shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any shares of Series A Preferred Stock deposited hereunder. Upon receipt by the Depositary of a certificate or certificates for shares of Series A Preferred Stock to be deposited in accordance with the provisions of this Section 2.2, together with the other documents required as specified above, and upon recordation of the shares of Series A Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary (or its nominee), the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the written order of the Person or Persons named in the order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the shares of Series A Preferred Stock so deposited and registered in such name or names as may be requested by such Person or Persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the Person requesting such delivery.
Appears in 1 contract
Sources: Deposit Agreement (First Citizens Bancshares Inc /De/)
Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series A U Preferred Stock under this Deposit Agreement by delivery to the Depositary Depositary, including via electronic book-entry (or in such other manner as may be agreed to by the Corporation and the Depository), of a certificate or certificates for such shares of Series A U Preferred Stock to be deposited, properly endorsed in the name of the Depositary (or its nominee) or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement including a guarantee of the signature thereon by a participant endorsement, in a Medallion Signature Guarantee Program at the guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”) in a form reasonably satisfactory to the Depositary, together with with: (i) all such certifications as may be reasonably required by the Depositary pursuant to in accordance with the provisions of this Deposit Agreement, (ii) an instruction letter from opinion of counsel to the Corporation authorizing addressed to the Depositary which it is permitted to register such shares of rely upon, stating that: (1) the Depositary Shares and the Series A U Preferred Stock in bookhave been registered under the Securities Act and (2) the Series U Preferred Stock, when issued and delivered against payment therefor, will be duly and validly issued and fully paid and non-entry formassessable, each in form satisfactory (iii) an executed Officer’s Certificate attaching the Certificate of Designations and all other information required to be set forth therein which the DepositaryDepository is permitted to rely upon, and (iiiiv) a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the Person person or Persons persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited shares of Series A U Preferred Stock. The shares Shares of Series A U Preferred Stock that are deposited pursuant to this Deposit Agreement shall be held by the Depositary in an account to be established by the Depositary at the Depositary’s Office Office, or at such other place or places as the Depositary shall determine. As Registrar and Transfer Agent for the deposited Series U Preferred Stock, the Depositary will reflect changes in the number of shares of deposited Series U Preferred Stock held by it by notation, book-entry or other appropriate method. The Depositary shall not lend any shares of Series A U Preferred Stock deposited hereunder. Upon receipt by the Depositary of a certificate or certificates for shares of Series A U Preferred Stock to be deposited in accordance with the provisions of this Section 2.22.3, together with the other documents required as specified aboveabove specified, and upon recordation of the shares of Series A U Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary (or its nominee), the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the written order of the Person person or Persons persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.22.3, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the shares of Series A U Preferred Stock so deposited and registered in such name or names as may be requested by such Person person or Personspersons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the Person person requesting such delivery.
Appears in 1 contract
Sources: Deposit Agreement (PNC Financial Services Group, Inc.)