CREST Clause Samples

CREST. The term "CREST" shall mean CREST Co., which provides the book-entry settlement system for equity securities in The United Kingdom, or any successor entity thereto.

CREST. The term “

CREST. Where any Shares are or may be held in CREST, reference to such Shares shall, where the context permits, also include reference to: 1.6.1 all rights of any kind which the Chargor may now have or acquire in future as against CREST in respect of any Shares, including (but without limitation) any rights which the Chargor may have: (a) under any agreement with CREST or Euroclear UK & Ireland Limited; and/or (b) to require delivery by CREST of any Shares to, or to the order of, the Chargor; and 1.6.2 all rights of any kind which the Chargor may now have or acquire in future as against a custodian in respect of any Shares held in such custodian's account with CREST including (but without limitation to) any rights which the Chargor may have: (a) under any agreement with such custodian relating to the use of such account; and/or (b) to require delivery by such custodian of any Shares to, or to the order of, the Chargor.

CREST. 6.1 The Client acknowledges and agrees that Computershare has been admitted as a CREST Registrar and that accordingly it is obliged to comply with the CREST Requirements and that the CREST Service and the CREST Requirements may be changed from time to time by CRESTCo. 6.2 The Client agrees that, if at any time there is any conflict between the CREST Requirements to which Computershare is subject and the provisions of this Agreement, the CREST Requirements shall prevail. Computershare agrees to notify the Client immediately in writing if at any time it becomes aware of any such conflict. 6.3 Computershare shall be entitled, by serving prior written notice on the Client to change this Agreement (including the description of the Services provided by Computershare) if it reasonably determines that any such change is reasonably necessary or desirable to reflect any change to the CREST Service or CREST Requirements or any law. 6.4 Computershare agrees that, in connection with its operation as a CREST Registrar, it will use the services of a network provider accredited by CRESTCo in order for it to be able to send and receive dematerialised instructions to and from the CREST Service. The Client acknowledges and agrees that Computershare shall be entitled without further enquiry to execute or otherwise act upon instructions or information or purported instructions or information received through the network provided by the network provider notwithstanding that it may afterwards be discovered that any such instruction or information or purported instruction or information:- 6.4.1 was not genuine or was not correct; 6.4.2 was not sent with the authority of any person on whose behalf it was expressed to have been sent; 6.4.3 was not initiated by the relevant person entitled to give it; or 6.4.4 was in any other way not given in compliance with the requirements of the CREST Service; and the Client acknowledges and agrees that Computershare will not be required to take any further steps to verify the validity of any dematerialised instruction received by it through the network facilities provided by the network provider and shall not be responsible to the Client for any Loss suffered or incurred by the Client as a result of any act or omission or failure of any kind on the part of the network provider used by Computershare. 6.5 Computershare shall not incur any liability to the Client for any Loss suffered or incurred by the Client as a result of the operation, failure...

CREST. At UK Admission, Euroclear shall have approved admission and enablement into CREST of the CDIs, and the same continuing to be participating securities within CREST on UK Admission.

CREST. 1.1 Where the Custodian provides any services to the Issuer in connection with the holding of property within CREST, the Issuer acknowledges for the benefit of Euroclear UK & Ireland Limited ("EUI") and the Custodian that the holding of securities for its account on the Custodian's/its nominees' CREST accounts and all transactions over those CREST accounts or otherwise in relation to facilities relating to the Custodian's and/or its nominees' membership of CREST will be subject to all of the provisions of the CREST membership agreement between EUI and the Custodian (the "CREST Membership Agreement") and to the CREST Requirements including and in particular (but without limiting the generality of the foregoing): (a) that the Securities are to be introduced into CREST only if they have been purchased or are held on terms authorising the holder to deal with them free from any proprietary or equitable interest of any other person and in particular free from any unpaid vendor's lien; and (b) that EUI with certain limited exceptions expressly provided for in the CREST Membership Agreement, is exempt from liability caused directly by or indirectly by the provision or operation of CREST or any art thereof, or by any loss, interruption or failure in the provision or operation of CREST or any part thereof, and that CREST is entitled without liability to act without further enquiry on instructions or information or purported instructions or information received through CREST or otherwise in accordance with the CREST Manual or the CREST Rules.

CREST. 3.1 CREST shall be an agreed securities clearance system for the purposes of paragraph 6(a)(iii) of the Agreement. 3.2 Where under the rules and procedures of CREST the delivery of any Securities from a securities account in the name of one party or its nominee or agent (the transferor) to a securities account in the name of the other party or its nominee or agent (the transferee) gives rise to an assured payment obligation by which the settlement bank acting for the transferee is obliged to make a payment to the settlement bank acting for the transferor, the creation of that assured payment obligation shall for the purposes of the Agreement and any Transaction be treated as a payment from the transferee to the transferor of an amount equal to the amount of the assured payment obligation. (a) Subject to and in accordance with the following provisions of this sub- paragraph, the parties may agree to enter into an overnight sale and repurchase transaction (a “DBV Transaction”) to be effected under the “delivery-by-value” facility of CREST. (b) The Confirmation relating to a DBV Transaction - (i) shall specify the Transaction as a DBV Transaction; (ii) shall not describe the Purchased Securities; (iii) shall specify as the Purchase Price the consideration to be input in respect of the delivery of the Purchased Securities through CREST; (iv) shall specify the pricing rate for that DBV Transaction. (c) The Purchased Securities under a DBV Transaction shall be such Securities (which may include Securities which are not gilt-edged securities) as shall be selected and delivered by CREST on the apportionment of securities to the relevant delivery in accordance with the rules and procedures of CREST. (d) The amount by which the Repurchase Price under a DBV Transaction exceeds the Purchase Price shall be paid by Seller to Buyer on the Repurchase Date on or as soon as practicable after the delivery of Equivalent Securities through CREST from a securities account of Buyer to a securities account of Seller. Such payment shall be made through CREST or outside CREST in same day funds. (e) If on the Repurchase Date of a DBV Transaction Equivalent Securities are not delivered to Seller by reason of the fact that either party’s membership of CREST has been terminated or suspended then, unless before the latest time for delivery of such Equivalent Securities under the rules and procedures of CREST an Event of Default has occurred under paragraph 10 of the Agreement in respect...

CREST. 11.1 The Company will ensure that on or before 30 January 2004: (a) all necessary filings are made with the Registrar of Companies to facilitate the transfer of shares through CREST; (b) securities application forms are submitted by the Company to CRESTCo and the Ordinary Shares and Convertible Shares are admitted into CREST as Participating Securities with effect from Admission; and (c) the Registrar confirms to CRESTCo that it is the registrar for the Ordinary Shares and Convertible Shares.

CREST. Falcon will interact with Crest through an on-line exchange of data related to the entry and progression of listing and closing data. It is envisioned that Falcon will be the primary Affiliate & Associate user environment for progressing listings and closings and that an on-line exchange of data will be used to keep the Crest database in sync with Falcon. To limit intrusion on a broker's financial data, Falcon will not request overwrites of data fields that have been utilized in the calculation of franchise fees such as gross sale amounts, associate commissions, MLS fees, etc. Since it is possible for CREST data to be updated without the Falcon database being aware of the change (i.e. audit transactions), the two databases could potentially become out of sync. In order to allow this a data ownership and two-way synchronization scheme will be supported. Falcon's Crest interface will include the ability to support Crest assignments through the exchange of standard state message exchanges. Falcon will be essentially unaware of assignments. Falcon's Crest interface shall include the ability to establish Web preferences and will provide a basic web previewing capability. Falcon will support a portal style pass through to Crest to allow Affiliate access to Crest's reporting capabilities.