Common use of Global Debenture Clause in Contracts

Global Debenture. (a) In connection with a Dissolution Event, (1) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a Global Debenture to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with this Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Indenture (Pikeville National Corp)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDepository Institution, or its nominee, and delivered by the Trustee to the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Fourth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository Institution; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Fourth Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution. (c) If (i) at any time (i) the Depositary Depository Institution notifies the Company that it is unwilling or unable to continue as Depositary Depository Institution or if at any time the Depositary Depository Institution for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary Depository Institution for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company at any time determines that the Debentures shall no longer be solely represented by a Global Debenture or (iiiii) there shall have occurred and be continuing an Event of Default with respect to a Global DebentureDefault, then the Company will shall execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will shall execute, and and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository Institution, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary Depository Institution for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (Fleetboston Financial Corp)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), ---------------- to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Sixth Supplemental Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Supplemental Indenture (Bank One Capital Iv)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteesTrustee. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository, or to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository. (c) If at any time (i) the Depositary Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository or if at any time the Depositary for the Debentures Depository shall no longer be a clearing agency registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures Depository is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities Debentures to the Depositary Depository for delivery to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: Second Supplemental Indenture (Baltimore Gas & Electric Co)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDepository Institution, or its nominee, and delivered by the Trustee to the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Fourth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository Institution; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Fourth Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution. (c) If (i) at any time (i) the Depositary Depository Institution notifies the Company that it is unwilling or unable to continue as Depositary Depository Institution or if at any time the Depositary Depository Institution for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary Depository Institution for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company at any time determines that the Debentures shall no longer be solely represented by a Global Debenture or (iiiii) there shall have occurred and be continuing an Event of Default with respect to a Global DebentureDefault, then the Company will execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository Institution, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary Depository Institution for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (Fleet Financial Group Inc)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Convertible Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Convertible Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Convertible Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Convertible Preferred Securities are held in non book-book- entry certificated form, the Convertible Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Convertible Preferred Security Certificate which represents Convertible Preferred Securities other than Convertible Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Convertible Preferred Securities") will be deemed to represent beneficial interests in Convertible Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Convertible Preferred Securities until such Convertible Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Convertible Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Convertible Preferred Security Certificate or the transferee of the holder of such Convertible Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Convertible Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Convertible Debentures, Convertible Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Convertible Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Convertible Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 3.3 of the Indenture, the Trustee, upon receipt of an Officer's Officers Certificate evidencing such determination by the Company, will authenticate and deliver the Convertible Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Convertible Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Convertible Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: First Supplemental Indenture (Kmart Corp)

Global Debenture. (a) In connection with a Dissolution Event,distribution of the Securities to Holders of the Trust Securities pursuant to the Declaration: (1i) the Debentures The Securities in certificated form to be distributed to the holders of Capital Securities may be presented to the Trustee by the Property Trustee in exchange for a global Security in an aggregate principal amount equal to the aggregate principal amount of all Outstanding Securities (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteesRegular Trustees (as defined in the Declaration). The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with this Indenture. Payments on the Debentures Securities issued as a Global Debenture will be made to the Depositary; andin accordance with Section 4.02. (2ii) if If any Preferred Capital Securities are held in non book-entry certificated form, the Debentures Securities in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Capital Security Certificate certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency Depositary or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in Debentures Securities presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation principal amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Capital Security Certificates certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate certificate or the transferee of the holder of such Preferred Capital Security Certificatecertificates, as the case may be, with an aggregate principal amount of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest equal to accrued and unpaid distributions, on the aggregate liquidation amount of the Preferred Capital Security Certificate certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this Indenture. On issue issuance of such DebenturesSecurities, Debentures Securities with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Unless and until it is exchanged for Securities in registered certificate form, a Global Debenture may be transferred, in whole but not in part, only by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, Depositary or by the Depositary or any such nominee to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary for the Securities notifies the Company that it is unwilling or unable to continue as Depositary for the Securities or if at any time the Depositary for the Debentures Securities shall no longer be registered or in good standing as a clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time at which the Depositary is required to be so registered to act as Depositary for the Securities, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to this Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures Securities in definitive registered form without coupons, in authorized denominations, and in an the aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Company, in its sole discretion, may at any time in its sole discretion determine that the Debentures Securities shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to this Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures Securities in definitive registered form without coupons, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures Securities in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeTrustee in writing. The Trustee shall deliver such registered certificated Securities in definitive form in exchange for the Global Debenture to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Indenture (Zenith National Insurance Corp)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), ---------------- to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Eighth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Eighth Supplemental Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Eighth Supplemental Indenture (Bank One Corp)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Capital Securities are held in non book-entry certificated formform ("Non Book-Entry Capital Securities"), the Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Capital Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") Capital Securities will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar registrar for transfer or reissuance reissuance, at which time such Preferred Non Book-Entry Capital Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate or the transferee of the holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Capital Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. The Depositary shall initially be The Depository Trust Company, New York, New York. (c) If at any time Except as otherwise provided in or pursuant to this Second Supplemental Indenture, a Global Debenture shall be exchangeable for Debentures in definitive registered form only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days of the date the Company is so informed in writing or if at any time becomes aware of such condition, (ii) the Depositary for the Debentures shall no longer Depository ceases to be registered or in good standing as a "clearing agency" under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware (iii) an Event of such conditionDefault, as defined in the case may beIndenture, has occurred and is continuing with respect to the Debentures, or (iiiv) there the Company, in its sole discretion determines that such Global Debenture shall have occurred and be continuing an Event exchangeable into definitive registered form. Upon the occurrence of Default with respect to a Global Debentureany of (i) through (iv) above, then the Company will shall execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the event the Company may at any time in its sole discretion determine determines that the Debentures shall no longer be represented by a Global Debenture. In such event Debenture pursuant to clause (iv) above, the Company will shall execute, and and, subject to Section 305 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the Depositary for delivery to the Persons in whose names such Debt Securities are so registered.

Appears in 1 contract

Sources: Second Supplemental Indenture (Popular Inc)

Global Debenture. (a) In connection with a Dissolution Event,: (1i) the The Subordinated Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Subordinated Debenture in an aggregate principal amount equal to all Outstanding Subordinated Debentures (a "Global Debenture Debenture"), to be registered in the name of The Depository Trust Company (the Depositary"Depository"), or its nominee, and delivered by the Trustee to the Depositary Depository or a custodian appointed by the Depository for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. Payments on the Subordinated Debentures issued as a Global Debenture will be made to the Depositary; andDepository. (2ii) if If any Preferred Securities are held in non book-entry certificated form, the Subordinated Debentures in certified certificated form may be presented to the Trustee by the Property Trustee Trustee, and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Subordinated Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates will be canceled and a Debenture, Subordinated Debenture registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, canceled will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. On issue of such Subordinated Debentures, Subordinated Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only by the Depository to a nominee of the Depository, by a nominee of the Depository to another nominee of the DepositaryDepository, or by the Depository or such nominee to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository. (c) If at any time (i) the Depositary Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Subordinated Debentures or if at any time the Depositary for the Debentures shall no longer Depository ceases to be a clearing agency registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time the Depository is required to be so registered, and a successor Depositary for the Debentures Depository is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article Two of the TrusteeIndenture, upon written notice from the Company, Trustee will authenticate and deliver deliver, the Subordinated Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may if at any time in its sole discretion determine the Company determines that the Subordinated Debentures shall no longer be represented by a Global Debenture. In such event Debenture or there shall have occurred an Event of Default, the Company will execute, and the Trusteeand, upon subject to receipt of an Officer's Certificate a certificate evidencing such determination by the Company, the Trustee will authenticate and deliver deliver, the Subordinated Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Subordinated Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Subordinated Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary Depository for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Third Supplemental Indenture (Northwestern Corp)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 301 of the Indenture, the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Supplemental Indenture (NSP Financing Ii)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Debt Trustee by the Property Institutional Trustee in exchange for a Global global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "GLOBAL DEBENTURE"), to be registered in the name of the Depositary, or its nominee, and delivered by the Debt Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Debt Trustee for authentication and delivery in accordance with this the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Debt Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non BookNON BOOK-Entry Preferred SecuritiesENTRY PREFERRED SECURITIES") will be deemed to represent beneficial interests in Debentures presented to the Debt Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Debt Trustee for authentication and delivery in accordance with this the Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Debt Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Supplemental Indenture (Suntrust Banks Inc)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 301 of the Indenture, the Trustee, upon receipt of an Officer's Officers Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Supplemental Indenture (NSP Financing Ii)

Global Debenture. (a) In connection with a Dissolution Event,the event that the Debentures are distributed to holders of Capital Securities in liquidation of such holders' interests in the Trust: (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Capital Securities are held in non book-entry certificated form, the Debentures in certified form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar for transfer or reissuance reissuance, at which time such Preferred Capital Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate or the transferee of the holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Capital Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine, in its sole discretion determine discretion, that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.11(c) of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities Debentures to the Depositary for delivery to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: Supplemental Indenture (Arvin Industries Inc)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDepository Institution, or its nominee, and delivered by the Trustee to the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository Institution; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution. (c) If (i) at any time (i) the Depositary Depository Institution notifies the Company that it is unwilling or unable to continue as Depositary Depository Institution or if at any time the Depositary Depository Institution for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary Depository Institution for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company at any time determines that the Debentures shall no longer be solely represented by a Global Debenture or (iiiii) there shall have occurred and be continuing an Event of Default with respect to a Global DebentureDefault, then the Company will shall execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will shall execute, and and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository Institution, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary Depository Institution for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Third Supplemental Indenture (Fleet Capital Trust Viii)

Global Debenture. (a) In connection with a Dissolution Event,: (1i) the Subordinated Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Subordinated Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Subordinated Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Subordinated Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Subordinated Debentures in certified form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Subordinated Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Subordinated Debentures, Subordinated Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Except as provided in clause (c) below, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, and a successor Depositary for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Subordinated Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Subordinated Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.11(c) of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Subordinated Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Subordinated Debentures in definitive registered form without couponsform, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Subordinated Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.issued

Appears in 1 contract

Sources: First Supplemental Indenture (Illinois Power Co)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officer's Officers Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwiseother- wise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: First Supplemental Indenture (Comcast Cable Trust Iii)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDepository Institution, or its nominee, and delivered by the Trustee to the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository Institution; and (2ii) if any Preferred Capital Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar registrar for transfer or reissuance reissuance, at which time such Preferred Capital Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate or the transferee of the holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Capital Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution. (c) If (i) at any time (i) the Depositary Depository Institution notifies the Company that it is unwilling or unable to continue as Depositary Depository Institution or if at any time the Depositary Depository Institution for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary Depository Institution for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company at any time determines that the Debentures shall no longer be solely represented by a Global Debenture or (iiiii) there shall have occurred and be continuing an Event of Default with respect to a Global DebentureDefault, then the Company will shall execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will shall execute, and and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository Institution, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary Depository Institution for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: First Supplemental Indenture (Fleet Financial Group Inc)

Global Debenture. In the event that the Sponsor gives notice of its election to liquidate the Trust pursuant to Section 8.1(a)(iii) of the Declaration: (a) In connection with a Dissolution Event, (1) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a Global Debenture Security in an aggregate principal amount equal to the aggregate principal amount of the Debentures so presented, to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees. The Company Company, upon any such presentation presentation, shall execute a Global Debenture Security in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. Payments ; and any payments on the Debentures issued as a Global Debenture Security will be made to the Depositary; and (2b) if any Preferred Capital Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency or its nominee ("Non Book-Book- Entry Preferred Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate stated liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Capital Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred such Capital Security Certificate or the transferee of the holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate stated liquidation amount of the Preferred Capital Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Third Supplemental Indenture (Comed Financing Ii)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Institutional Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Fourth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Fourth Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures such series is not appointed by the Company Com- pany within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 301 of the Indenture, the Trustee, upon receipt of an Officer's Officers Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (MCN Energy Group Inc)

Global Debenture. (a) In connection with a Dissolution Event,: (1a) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a Global Debenture global debenture in an aggregate principal amount equal to the aggregate principal amount of the Debentures so presented, to be registered in the name of The Depository Trust Company ("DTC"), as the Depositaryinitial Clearing Agency for the Debentures, or its nomineethe nominee of DTC, and delivered by the Trustee to the Depositary DTC for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company Company, upon any such presentation presentation, shall execute a Global Debenture global debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture global debenture will be made in immediately available funds to the DepositaryDTC (or a successor Clearing Agency); and (2b) if If any Preferred Securities are held in non book-certificated form (i.e., not in book entry certificated form), the Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities (other than Preferred Securities held by the DTC (or a successor Clearing Agency Agency) or its nominee nominee) ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures in certificated form presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate stated liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates will be canceled and a DebentureDebenture in certificated form, registered in the name of the holder of the such Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate stated liquidation amount of the Preferred Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.for

Appears in 1 contract

Sources: First Supplemental Indenture (Circus Finance Ii)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the ---------------- name of the Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry -------------- Preferred Securities") will be deemed to represent beneficial interests in -------------------- Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Third Supplemental Indenture (Bank One Corp)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteesRegular Trustees which instructions shall be provided in accordance with the terms of the Declaration. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate 4 or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the make available for delivery Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities Debentures to the Depositary for delivery to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: Supplemental Indenture (Countrywide Capital Ii)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article II of the Inden- ture, the Trustee, upon written notice from the Company, will authenticate and deliver make available for delivery the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: First Supplemental Indenture (Citicorp)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Trustee to the Depositary Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with this the Base Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryClearing Agency; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Trust Preferred Securities other than Trust Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest (including Compounded Interest) equal to accumulated and unpaid distribution on the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar (as defined in the Base Indenture) for transfer or reissuance at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder Holder of the Preferred Security Certificate or the transferee of the holder Holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this the Base Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryClearing Agency, or to a successor Depositary Clearing Agency selected or approved by the Company or to a nominee of such successor DepositaryClearing Agency. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Second Supplemental Indenture (Unocal Corp)

Global Debenture. (a) In connection with a Dissolution Event,distribution of the Debentures to the holders of the Trust Securities pursuant to the Declaration: (1i) the The Debentures in certificated form to be distributed to the holders of Capital Securities may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all Outstanding Debentures of such series (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company Issuer upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; andDepository. (2ii) if If any Preferred Capital Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency Depository or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Capital Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate or the transferee of the holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Capital Security Certificate canceled, will be executed by the Company Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Unless and until it is exchanged for Debentures in registered certificated form, a Global Debenture may be transferred, in whole but not in part, only by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depositary, Depository or by the Depository or any such nominee to a successor Depositary Depository selected or approved by the Company Issuer or to a nominee of such successor DepositaryDepository. (c) If at any time (i) the Depositary Depository for the Debentures notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository for the Debentures or if at any time the Depositary Depository for the Debentures shall no longer be registered or in good standing as a clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time at which the Depository is required to be so registered to act as Depository for the Debentures, and a successor Depositary Depository for the Debentures such series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company Issuer will execute, and and, subject to Article 3 of the Indenture, the Trustee, upon written notice from the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Issuer, in its sole discretion, may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company Issuer will execute, and subject to Article 3 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeTrustee in writing. The Trustee shall deliver such Securities registered certificated Debentures in definitive form in exchange for the Global Debenture to the Depositary Depository for delivery to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: Supplemental Indenture (Conseco Inc Et Al)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated formform ("Non Book-Entry Preferred Securities"), the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") Securities will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar registrar for transfer or reissuance reissuance, at which time such Non Book-Entry Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time Except as otherwise provided in or pursuant to this First Supplemental Indenture, a Global Debenture shall be exchangeable for Debentures in definitive registered form only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days of the date the Company is so informed in writing or if at any time becomes aware of such condition, (ii) the Depositary for the Debentures shall no longer Depository ceases to be registered or in good standing as a "clearing agency" under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware (iii) an Event of such conditionDefault, as defined in the case may beIndenture, has occurred and is continuing with respect to the Debentures, or (iiiv) there the Company, in its sole discretion determines that such Global Debenture shall have occurred and be continuing an Event exchangeable into definitive registered form. Upon the occurrence of Default with respect to a Global Debentureany of (i) through (iv) above, then the Company will shall execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the event the Company may at any time in its sole discretion determine determines that the Debentures shall no longer be represented by a Global Debenture. In such event Debenture pursuant to clause (iv) above, the Company will shall execute, and and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: First Supplemental Indenture (Countrywide Financial Corp)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Institutional Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.form

Appears in 1 contract

Sources: First Supplemental Indenture (American Heritage Life Investment Corp)

Global Debenture. (a) In connection with a Dissolution Event,distribution of the Debentures to the holders of the Trust Securities pursuant to the Declaration: (1i) the The Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all Outstanding Debentures of such ser es (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company Issuer upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this [First] Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; andDepository. (2ii) if If any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Company Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this [First] Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Unless and until it is exchanged for Debentures in registered certificated form, a Global Debenture may be transferred, in whole but not in part, only by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depositary, Depository or by the Depository or any such nominee to a successor Depositary Depository selected or approved by the Company Issuer or to a nominee of such successor DepositaryDepository. (c) If at any time (i) the Depositary Depository for the Debentures notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository for the Debentures or if at any time the Depositary Depository for the Debentures shall no longer be registered or in good standing as a clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time at which the Depository is required to be so registered to act as Depository for the Debentures, and a successor Depositary Depository for the Debentures such series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company Issuer will execute, and and, subject to Article 3 of the Indenture, the Trustee, upon written notice from the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Issuer, in its sole discretion, may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company Issuer will execute, and subject to Article 3 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeTrustee in writing. The Trustee shall deliver such Securities registered certificated Debentures in definitive form in exchange for the Global Debenture to the Depositary Depository for delivery to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: Supplemental Indenture (Conseco Inc Et Al)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture ------ Debenture"), to be registered in the name of the Depositary, or its --------- nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Fifth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-book- entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Fifth Supplemental Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (Bank One Capital Iii)

Global Debenture. (a) In connection with a Dissolution Event,the event that the Debentures are distributed to holders of Capital Securities in liquidation of such holders' interests in the Trust: (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and and (2ii) if any Preferred Capital Securities are held in non book-entry certificated form, the Debentures in certified form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar for transfer or reissuance reissuance, at which time such Preferred Capital Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate or the transferee of the holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Capital Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine, in its sole discretion determine discretion, that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.11(c) of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities Debentures to the Depositary for delivery to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: First Supplemental Indenture (Arvin Capital I)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Capital Securities are held in non book-entry certificated formform ("Non Book-Entry Capital Securities"), the Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Capital Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") Capital Securities will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar registrar for transfer or reissuance reissuance, at which time such Preferred Non Book-Entry Capital Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate or the transferee of the holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Capital Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. The Depositary shall initially be The Depository Trust Company, New York, New York. (c) If at any time Except as otherwise provided in or pursuant to this First Supplemental Indenture, a Global Debenture shall be exchangeable for Debentures in definitive registered form only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days of the date the Company is so informed in writing or if at any time becomes aware of such condition, (ii) the Depositary for the Debentures shall no longer Depository ceases to be registered or in good standing as a "clearing agency" under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware (iii) an Event of such conditionDefault, as defined in the case may beIndenture, has occurred and is continuing with respect to the Debentures, or (iiiv) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine determines that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in exchangeable into definitive registered form issued in exchange for form. Upon the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.occurrence of any of (i) through

Appears in 1 contract

Sources: Supplemental Indenture (Popular Inc)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Convertible Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Convertible Debentures (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDTC, or its nominee, and delivered by the Trustee to the Depositary DTC (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Convertible Debentures issued as a Global Debenture will be made to the DepositaryDTC or its nominee; and (2ii) if any Trust Preferred Securities are held in non book-entry certificated form, the Debentures in certified form may be presented to the Trustee by the Property Trustee and any Trust Preferred Security Certificate which represents Trust Preferred Securities other than Trust Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Trust Preferred Securities") will be deemed to represent beneficial interests in Convertible Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust Preferred Securities until such Trust Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Trust Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Trust Preferred Security Certificate or the transferee of the holder of such Trust Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Trust Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Convertible Debentures, Convertible Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDTC or to DTC by its nominee, or to a successor Depositary depositary selected or approved by the Company or to a nominee of such successor Depositarydepositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: First Supplemental Subordinated Indenture (Nuevo Energy Co)

Global Debenture. (a) In connection with a Dissolution Event,distribution of the Debentures to the holders of the Trust Securities pursuant to the Declaration: (1i) the The Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all Outstanding Debentures of such series (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company Issuer upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; andDepository. (2ii) if If any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder of the 10 Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Company Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Unless and until it is exchanged for Debentures in registered certificated form, a Global Debenture may be transferred, in whole but not in part, only by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depositary, Depository or by the Depository or any such nominee to a successor Depositary Depository selected or approved by the Company Issuer or to a nominee of such successor DepositaryDepository. (c) If at any time (i) the Depositary Depository for the Debentures notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository for the Debentures or if at any time the Depositary Depository for the Debentures shall no longer be registered or in good standing as a clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time at which the Depository is required to be so registered to act as Depository for the Debentures, and a successor Depositary Depository for the Debentures such series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company Issuer will execute, and and, subject to Article 3 of the Indenture, the Trustee, upon written notice from the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Issuer, in its sole discretion, may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company Issuer will execute, and subject to Article 3 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeTrustee in writing. The Trustee shall deliver such Securities registered certificated Debentures in definitive form in exchange for the Global Debenture to the Depositary Depository for delivery to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: First Supplemental Indenture (Conseco Inc Et Al)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Institutional Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository, or to a successor Depositary selected or approved by the Company or to a nominee of or such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 3.1 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names name and in such authorized denominations as the Depositary, Depositary pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Second Supplemental Indenture (Hartford Life Capital Ii)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this [THIRD] Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this [THIRD] Supplemental Indenture. On issue Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Supplemental Indenture (Bank One Capital V)

Global Debenture. (a) In connection with a Dissolution Event, (1) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a Global Debenture in a like aggregate principal amount to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with this Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2) if any Preferred Securities are held in non book-entry certificated formform ("Non Book-Entry Preferred Securities"), the Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") Securities will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are certificate is presented to the Security Registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates certificate will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate such certificate (or the transferee of the holder of such Preferred Security Certificateholder, as the case may be, ) with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledrepresented by such certificate, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this Indenture. On issue issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing as a clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and in either case a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver deliver, the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver deliver, the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, Depositary shall instruct the Trustee. The Trustee in writing and shall deliver such Securities be delivered by the Trustee to the Depositary for re-delivery to the Persons in whose names such Securities they are so registered.

Appears in 1 contract

Sources: Indenture (Ncbe Capital Trust I)

Global Debenture. (a) In connection with a Dissolution Event,: (1i) the The Subordinated Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Subordinated Debenture in an aggregate principal amount equal to all Outstanding Subordinated Debentures (a "Global Debenture Debenture"), to be registered in the name of The Depository Trust Company (the Depositary"Depository"), or its nominee, and delivered by the Trustee to the Depositary Depository or a custodian appointed by the Depository for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Fourth Supplemental Indenture. Payments on the Subordinated Debentures issued as a Global Debenture will be made to the Depositary; andDepository. (2ii) if If any Preferred Securities are held in non book-entry certificated form, the Subordinated Debentures in certified certificated form may be presented to the Trustee by the Property Trustee Trustee, and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Subordinated Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates will be canceled and a Debenture, Subordinated Debenture registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, canceled will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Fourth Supplemental Indenture. On issue of such Subordinated Debentures, Subordinated Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only by the Depository to a nominee of the Depository, by a nominee of the Depository to another nominee of the DepositaryDepository, or by the Depository or such nominee to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository. (c) If at any time (i) the Depositary Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Subordinated Debentures or if at any time the Depositary for the Debentures shall no longer Depository ceases to be a clearing agency registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time the Depository is required to be so registered, and a successor Depositary for the Debentures Depository is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article Two of the TrusteeIndenture, upon written notice from the Company, Trustee will authenticate and deliver deliver, the Subordinated Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may if at any time in its sole discretion determine the Company determines that the Subordinated Debentures shall no longer be represented by a Global Debenture. In such event Debenture or there shall have occurred an Event of Default, the Company will execute, and the Trusteeand, upon subject to receipt of an Officer's Certificate a certificate evidencing such determination by the Company, the Trustee will authenticate and deliver deliver, the Subordinated Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Subordinated Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Subordinated Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary Depository for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (Northwestern Corp)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Collateral Agent or Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Institutional Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Base Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Base Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article III of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.form

Appears in 1 contract

Sources: First Supplemental Indenture (American Heritage Life Investment Corp)

Global Debenture. (a) In connection with a Dissolution Event,distribution of the Debentures to the holders of the Trust Securities pursuant to the Declaration: (1i) the The Debentures in certificated form may to be distributed to the holders of Capital Securities ay be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all Outstanding Debentures of such series (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to the Depositary Depository for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company Issuer upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; andDepository. (2ii) if If any Preferred Capital Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency Depository or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Capital Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate or the transferee of the holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Capital Security Certificate canceled, will be executed by the Company Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Unless and until it is exchanged for Debentures in registered certificated form, a Global Debenture may be transferred, in whole but not in part, only by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depositary, Depository or by the Depository or any such nominee to a successor Depositary Depository selected or approved by the Company Issuer or to a nominee of such successor DepositaryDepository. (c) If at any time (i) the Depositary Depository for the Debentures notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository for the Debentures or if at any time the Depositary Depository for the Debentures shall no longer be registered or in good standing as a clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time at which the Depository is required to be so registered to act as Depository for the Debentures, and a successor Depositary Depository for the Debentures such series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company Issuer will execute, and and, subject to Article 3 of the Indenture, the Trustee, upon written notice from the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Issuer, in its sole discretion, may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company Issuer will execute, and subject to Article 3 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the CompanyIssuer, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeTrustee in writing. The Trustee shall deliver such Securities registered certificated Debentures in definitive form in exchange for the Global Debenture to the Depositary Depository for delivery to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: Third Supplemental Indenture (Conseco Inc Et Al)

Global Debenture. (a) In connection with a Dissolution Event,: (1i) the The Subordinated Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Subordinated Debenture in an aggregate principal amount equal to all Outstanding Subordinated Debentures (a "Global Debenture Debenture"), to be registered in the name of The Depository Trust Company (the Depositary"Depository"), or its nominee, and delivered by the Trustee to the Depositary Depository or a custodian appointed by the Depository for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. Payments on the Subordinated Debentures issued as a Global Debenture will be made to the Depositary; andDepository. (2ii) if If any Preferred Securities are held in non book-entry certificated form, the Subordinated Debentures in certified certificated form may be presented to the Trustee by the Property Trustee Trustee, and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Subordinated Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates will be canceled and a Debenture, Subordinated Debenture registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, canceled will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. On issue of such Subordinated Debentures, Subordinated Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only by the Depository to a nominee of the Depository, by a nominee of the Depository to another nominee of the DepositaryDepository, or by the Depository or such nominee to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository. (c) If at any time (i) the Depositary Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Subordinated Debentures or if at any time the Depositary for the Debentures shall no longer Depository ceases to be a clearing agency registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time the Depository is required to be so registered, and a successor Depositary for the Debentures Depository is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article Two of the TrusteeIndenture, upon written notice from the Company, Trustee will authenticate and deliver deliver, the Subordinated Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may if at any time in its sole discretion the Company determine that the Subordinated Debentures shall no longer be represented by a Global Debenture. In such event Debenture or there shall have occurred an Event of Default, the Company will execute, and the Trusteeand, upon subject to receipt of an Officer's Certificate a certificate evidencing such determination by the Company, the Trustee will authenticate and deliver deliver, the Subordinated Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Subordinated Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Subordinated Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary Depository for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Second Supplemental Indenture (Northwestern Capital Financing I)

Global Debenture. (a) The Depository Trust Company shall serve as the initial Depositary for the Debentures. (b) The Debentures shall be issued initially in fully registered form in the name of the Property Trustee, in its capacity as such. In connection with a Dissolution an Early Termination Event, (1i) the Debentures in certificated definitive form may be presented to the Trustee by the Property Trustee in for exchange for one or more global Debentures in an aggregate Original Principal Amount equal to the aggregate Original Principal Amount of all outstanding Debentures (a Global Debenture Debenture”), to be registered in the name of the Depositary, or its nominee, and delivered by the Property Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees. The Company upon any such presentation shall execute a one or more Global Debenture Debentures in such aggregate principal amount Original Principal Amount and deliver the same to the Trustee for authentication and delivery in accordance with this the Indenture. The Trustee, upon receipt of such Global Debentures, together with an Officers’ Certificate requesting authentication, will authenticate such Global Debentures. Payments on the Debentures issued as a Global Debenture Debentures will be made to the Depositary; and (2ii) if any Preferred Securities STACKS are held in non book-entry certificated definitive form, the Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security STACKS Certificate which represents Preferred Securities STACKS other than Preferred Securities STACKS held by the Clearing Agency Depositary or its nominee ("Non Book-Entry Preferred Securities"STACKS”) will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount Original Principal Amount equal to the aggregate liquidation amount Initial Liquidation Amount of the Non Book-Entry Preferred Securities STACKS until such Preferred Security STACKS Certificates are presented to the Security Registrar Property Trustee for transfer or reissuance reissuance, at which time such Preferred Security STACKS Certificates will be canceled cancelled and a Debenture, registered in the name of the holder Holder of the Preferred Security STACKS Certificate or the transferee of the holder Holder of such Preferred Security STACKS Certificate, as the case may be, with an aggregate principal amount Original Principal Amount equal to the aggregate liquidation amount Initial Liquidation Amount of the Preferred Security STACKS Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this Indenturethe Indenture to such Holder. The Trustee, upon receipt of such Debenture together with an Officers’ Certificate requesting authentication, shall authenticate such Debenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount Original Principal Amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceledcancelled. (bc) A Unless and until it is exchanged for the Debentures in definitive form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (cd) If after Global Debentures are issued (a) at any time (i) the Depositary for Global Debentures notifies the Company that it is unwilling or unable to continue as Depositary for such Global Debentures or if at any time the Depositary for the such Global Debentures shall no longer be a clearing agency registered or in good standing under the Securities Exchange Act of 1934, as amended, 1934 or other applicable statute or regulation, and a successor Depositary for the such Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (iib) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determines in its sole discretion determine that the Debentures shall no longer be represented by a one or more Global Debenture. In Debentures and delivers to the Trustee an Officer’s Certificate evidencing such event determination, then the Company will execute, execute and the Trustee, upon receipt of an Officer's ’s Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures of like tenor in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount Original Principal Amount equal to the principal amount Original Principal Amount of the Global Debenture Debentures in exchange for such Global DebentureDebentures. Upon the exchange of the Global Debenture Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture Debentures shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture Debentures pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery Debentures to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: First Supplemental Indenture (Marshall & Ilsley Corp/Wi/)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Convertible Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Convertible Debentures (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to the Depositary Depository (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with this the Indenture. Payments on the Convertible Debentures issued as a Global Debenture will be made to the DepositaryDepository or its nominee; and (2ii) if any Trust Preferred Securities are held in non book-entry certificated form, the Debentures in certified form may be presented to the Trustee by the Property Trustee and any Trust Preferred Security Certificate which represents Trust Preferred Securities other than Trust Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Trust Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee Global Debenture having an aggregate principal amount equal to the aggregate liquidation amount of of, an interest rate identical to the Distribution rate of, and accrued and unpaid interest equal to accumulated and unpaid Distributions on, the Non Book-Entry Trust Preferred Securities until such Trust Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Trust Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Trust Preferred Security Certificate or the transferee of the holder of such Trust Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Trust Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this the Indenture. On issue of such Convertible Debentures, Convertible Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository or to the Depository by its nominee, or to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: First Supplemental Indenture (CNF Transportation Inc)

Global Debenture. (a) In connection with a Dissolution Event,the event that the Debentures are distributed to holders of Trust Preferred Securities in liquidation of such holders' interests in the Trust: (1i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees. The Company Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Trust Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Trust Preferred Security Certificate which represents Trust Preferred Securities other than Trust Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Book- Entry Trust Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate stated liquidation amount of the Non Book-Entry Trust Preferred Securities until such Trust Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance reissuance, at which time such Trust Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Trust Preferred Security Certificate or the transferee of the holder of such Trust Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate stated liquidation amount of the Trust Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine, in its sole discretion determine discretion, that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.11(c) of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities Debentures to the Depositary for delivery to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: Supplemental Indenture (WPSR Capital Trust I)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteesRegular Trustees which instructions shall be provided in accordance with the terms of the Declaration. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2i) if any Preferred Capital Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Capital Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate or the transferee of the holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Capital Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary, another nominee of the Depositary, or to a successor Depositary selected or approved by the Company Company, or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the make available for delivery Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities Debentures to the Depositary for delivery to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: First Supplemental Indenture (Countrywide Financial Corp)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDepository Institution, or its nominee, and delivered by the Trustee to the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository Institution; and (2ii) if any Preferred Capital Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar registrar for transfer or reissuance reissuance, at which time such Preferred Capital Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate or the transferee of the holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Capital Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution. (c) If (i) at any time (i) the Depositary Depository Institution notifies the Company that it is unwilling or unable to continue as Depositary Depository Institution or if at any time the Depositary Depository Institution for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary Depository Institution for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company at any time determines that the Debentures shall no longer be solely represented by a Global Debenture or (iiiii) there shall have occurred and be continuing an Event of Default with respect to a Global DebentureDefault, then the Company will execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository Institution, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary Depository Institution for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Supplemental Indenture (Fleet Financial Group Inc)

Global Debenture. (a) In connection with a Dissolution Event, (1i) if any Preferred Securities are held in book-entry form, the related Debentures in certificated form may shall be presented to the Trustee (if an arrangement with the Depositary has been maintained) by the Property Trustee in exchange for one or more global Debentures in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees. The Company upon any such presentation shall execute a one or more Global Debenture Debentures in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the related Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate certificate which represents Preferred Securities other than Preferred Securities in book- entry form held by the Clearing Agency Depositary or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Book- Entry Preferred Securities until such Preferred Security Certificates certificates are presented to the Security Registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate certificate or the transferee of the holder of such Preferred Security Certificatecertificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On Upon issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture shall represent the aggregate amount of outstanding Debentures from time to time endorsed thereon; provided, that the aggregate amount of outstanding Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges or redemptions. Any endorsement of a Global Debenture to reflect the amount of any increase or decrease in the amount of outstanding Debentures represented thereby shall be made by the Trustee, in accordance with instructions given by the Company as required by this Section 2.4. (c) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (cd) If (i) at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, and a successor Depositary for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company at any time determines that the Debentures shall no longer be solely represented by a Global Debenture or (iiiii) there shall have occurred and be continuing an Event of Default with respect to a Global DebentureDefault, then the Company will shall execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debenture, in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will shall execute, and and, subject to Section 2.6 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the CompanyCompany and a Company Order, will shall authenticate and deliver make available for delivery the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture Debenture, in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Supplemental Indenture (Sterling Bancshares Inc)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Institutional Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this _______ Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this _______ Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.pre-

Appears in 1 contract

Sources: Supplemental Indenture (MCN Financing Iv)

Global Debenture. (a) In connection with a Dissolution Event,the event that the Debentures are distributed to holders of Preferred Securities in liquidation of such holders' interests in the Trust: (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, and a successor Depositary for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine, in its sole discretion determine discretion, that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.11(c) of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities Debentures to the Depositary for delivery to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: Supplemental Indenture (Arvin Capital I)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Institutional Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.Institutional

Appears in 1 contract

Sources: Third Supplemental Indenture (MCN Corp)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDepository Institution, or its nominee, and delivered by the Trustee to the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository Institution; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution. (c) If (i) at any time (i) the Depositary Depository Institution notifies the Company that it is unwilling or unable to continue as Depositary Depository Institution or if at any time the Depositary Depository Institution for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary Depository Institution for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company at any time determines that the Debentures shall no longer be represented by a Global Debenture or (iiiii) there shall have occurred and be continuing an Event of Default with respect to a Global DebentureDefault, then the Company will execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository Institution, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary Depository Institution for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Second Supplemental Indenture (Fleet Financial Group Inc)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Property Trustee to the Depositary Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with this the Indenture. The Trustee, upon receipt of such Global Debenture, together with an Officers' Certificate requesting authentication, will authenticate such Global Debenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryClearing Agency; and (2ii) if any Preferred Capital Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Capital Security Certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates are presented to the Security Registrar Property Trustee for transfer or reissuance at which time such Preferred Capital Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder Holder of the Preferred Capital Security Certificate or the transferee of the holder Holder of such Preferred Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Capital Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this Indenturethe Indenture to such Holder. The Trustee, upon receipt of such Debenture together with an Officers' Certificate requesting authentication, shall authenticate such Debenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryClearing Agency, or to a successor Depositary Clearing Agency selected or approved by the Company or to a nominee of such successor DepositaryClearing Agency. (c) If at any time (i) the Depositary Clearing Agency notifies the Company that it is unwilling or unable to continue as Depositary a Clearing Agency or if at any time the Depositary Clearing Agency for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary Clearing Agency for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive certificated registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.05 of the Base Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive certificated registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive certificated registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive certificated registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryClearing Agency, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary Clearing Agency for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Supplemental Indenture (Cox Communications Inc /De/)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDepository Institution, or its nominee, and delivered by the Trustee to the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDepository Institution; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency Depository Institution or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar registrar for transfer or reissuance reissuance, at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDepository Institution, or to a successor Depositary Depository Institution selected or approved by the Company or to a nominee of such successor DepositaryDepository Institution. (c) If (i) at any time (i) the Depositary Depository Institution notifies the Company that it is unwilling or unable to continue as Depositary Depository Institution or if at any time the Depositary Depository Institution for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary Depository Institution for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company at any time determines that the Debentures shall no longer be solely represented by a Global Debenture or (iiiii) there shall have occurred and be continuing an Event of Default with respect to a Global DebentureDefault, then the Company will shall execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will shall execute, and and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository Institution, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary Depository Institution for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: Second Supplemental Indenture (Fleet Capital Trust Vii)

Global Debenture. (a) In connection with a Dissolution Event,the event that the Debentures are distributed to holders of Trust Preferred Securities in liquidation of such holders' interests in the Trust: (1i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees. The Company Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and and (2ii) if any Trust Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Trustee and any Trust Preferred Security Certificate which represents Trust Preferred Securities other than Trust Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Trust Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate stated liquidation amount of the Non Book-Entry Trust Preferred Securities until such Trust Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance reissuance, at which time such Trust Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Trust Preferred Security Certificate or the transferee of the holder of such Trust Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate stated liquidation amount of the Trust Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, and a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine, in its sole discretion determine discretion, that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.11(c) of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities Debentures to the Depositary for delivery to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: First Supplemental Indenture (WPSR Capital Trust I)

Global Debenture. (a) In connection with a Dissolution Event,distribution of the Securities to holders of the Trust Securities pursuant to the Declaration: (1i) the Debentures The Securities in certificated form to be distributed to the holders of Capital Securities may be presented to the Trustee by the Property Trustee in exchange for a global Security in an aggregate principal amount equal to the aggregate principal amount of all Outstanding Securities (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative TrusteesRegular Trustees (as defined in the Declaration). The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with this Indenture. Payments on the Debentures Securities issued as a Global Debenture will be made to the Depositary; andDepository. (2ii) if If any Preferred Capital Securities are held in non book-entry certificated form, the Debentures Securities in certified certificated form may be presented to the Trustee by the Property Trustee and any Preferred Capital Security Certificate certificate which represents Preferred Capital Securities other than Preferred Capital Securities held by the Clearing Agency Depository or its nominee ("Non Book-Entry Preferred Capital Securities") will be deemed to represent beneficial interests in Debentures Securities presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation principal amount of the Non Book-Entry Preferred Capital Securities until such Preferred Capital Security Certificates certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Capital Security Certificates certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Capital Security Certificate certificate or the transferee of the holder of such Preferred Capital Security Certificatecertificates, as the case may be, with an aggregate principal amount of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest equal to accrued and unpaid distributions, on the aggregate liquidation amount of the Preferred Capital Security Certificate certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this Indenture. On issue of such DebenturesSecurities, Debentures Securities with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (b) A Unless and until it is exchanged for Debentures in registered certificate form, a Global Debenture may be transferred, in whole but not in part, only by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depositary, Depository or by the Depository or any such nominee to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository. (c) If at any time (i) the Depositary Depository for the Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Debentures or if at any time the Depositary Depository for the Debentures shall no longer be registered or in good standing as a clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time at which the Depository is required to be so registered to act as Depository for the Debentures, and a successor Depositary for the Debentures Depository is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to this Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an the aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Company, in its sole discretion, may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to this Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeTrustee in writing. The Trustee shall deliver such Securities registered certificated Debentures in definitive form in exchange for the Global Debenture to the Depositary Depository for delivery to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: Indenture (Nationwide Financial Services Capital Trust)

Global Debenture. (a) In connection with a Dissolution Event, (1i) the Debentures in certificated form may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal t the aggregate principal amount of all outstanding Debentures (a "Global Debenture Debenture"), to be registered in the name of the DepositaryDTC, or its nominee, and delivered by the Institutional Trustee to the Depositary DTC for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the DepositaryDTC; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certified certificated form may be presented to the Trustee by the Property Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Unless and until it is exchanged for the Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the DepositaryDTC, or to a successor Depositary DTC selected or approved by the Company or to a nominee of such successor DepositaryDTC. (c) If at any time (i) the Depositary DTC notifies the Company that it is unwilling or unable to continue as Depositary DTC or if at any time the Depositary DTC for the Debentures such series shall no longer be registered or in good standing under s andi▇▇ ▇▇▇er the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depositary DTC for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 301 of the Indenture, the Trustee, upon receipt of an Officer's Officers Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDTC, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary DTC for delivery to the Persons in whose names such Securities are so registered.

Appears in 1 contract

Sources: First Supplemental Indenture (Owens Corning Capital Ii)

Global Debenture. (a) In connection with a Dissolution Event, (1i) if the Preferred Securities are represented by one or more Global Certificates, the Debentures in certificated definitive registered form may be presented to the Trustee by the Property Institutional Trustee in exchange for one or more global certificates representing the aggregate principal amount of all outstanding Debentures (each, a Global Debenture Debenture”), to be registered in the name of the DepositaryDepository Institution, or its nominee, and delivered by the Trustee to the Depositary Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company , and the Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Original Indenture and this Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and. (2ii) if any Preferred Securities are held in non book-entry certificated formevidenced by one or more Definitive Preferred Security Certificates, the Debentures in certified definitive registered form may be presented to the Trustee by the Property Institutional Trustee and any Definitive Preferred Security Certificate which represents evidencing Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry such Preferred Securities until such Definitive Preferred Security Certificates are Certificate is presented to the Security Registrar for transfer or reissuance reissuance, at which time such Definitive Preferred Security Certificates will be canceled and a Debenture, registered in the name of the registered holder of the such Definitive Preferred Security Certificate or the transferee of the holder of such Definitive Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Definitive Preferred Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Original Indenture and this Second Supplemental Indenture. On issue issuance of such Debenturesa new Debenture, Debentures in definitive form with an equivalent aggregate principal amount that were presented by the Property Institutional Trustee to the Trustee will be deemed to have been canceled. (b) A Notwithstanding any other provision of the Original Indenture and this Second Supplemental Indenture, a Global Debenture may not be transferred, in transferred as a whole but not in part, only except by the Depository Institution to a nominee of the Depository Institution or another nominee of the Depositary, Depository Institution or by the Depository Institution or any such nominee to a successor Depositary selected Depository Institution or approved by the Company or to a nominee of such successor DepositaryDepository Institution. (c) If Debentures are represented by one or more Global Debentures and if (i) at any time (i) the Depositary Depository Institution notifies the Company that it is unwilling or unable to continue as Depositary Depository Institution or if at any time the Depositary for the Debentures Depository Institution shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, and a successor Depositary for the Debentures Depository Institution is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine determines that the Debentures shall no longer be solely represented by a one or more Global Debenture. In such Debentures or (iii) there shall have occurred an Event of Default or an event that with notice or the lapse of time or both would be an Event of Default, then the Company will shall execute, and and, subject to Article II of the TrusteeOriginal Indenture, upon receipt of an Officer's Certificate evidencing such determination by the Company, will Trustee shall authenticate and deliver the deliver, Debentures in definitive registered form without couponsin authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without couponsform, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the DepositaryDepository Institution, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities Debentures to the Depositary Depository Institution for delivery to the Persons in whose names such Securities Debentures are so registered.

Appears in 1 contract

Sources: Second Supplemental Indenture (Colonial Capital Trust Iv)

Global Debenture. (a) In connection with a Dissolution Event,: (1i) the Subordinated Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Subordinated Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Subordinated Debentures (a "Global Debenture Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Regular Trustees. The Company Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Subordinated Debentures issued as a Global Debenture will be made to the Depositary; and (2ii) if any Preferred Securities are held in non book-entry certificated form, the Subordinated Debentures in certified form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Subordinated Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceledcancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Subordinated Debentures, Subordinated Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceledcancelled. (b) A Except as provided in clause (c) below, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for the Debentures such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amendedAct, or other applicable statute or regulation, and a successor Depositary for the Debentures such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) there shall have occurred and be continuing an Event of Default with respect to a Global Debenture, then the Company will execute, and and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Subordinated Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time in its sole discretion determine that the Subordinated Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 2.11(c) of the Indenture, the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Subordinated Debentures in definitive registered form without couponsform, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Subordinated Debentures in definitive registered form without couponsform, in authorized denominations, the Global Debenture shall be canceled cancelled by the Trustee. Such Subordinated Debentures in definitive registered form issued in exchange for the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to written instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities Subordinated Debentures to the Depositary for delivery to the Persons in whose names such Securities Subordinated Debentures are so registered.

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Sources: Supplemental Indenture (Illinova Corp)