Description of Trust Preferred Securities Sample Clauses

Description of Trust Preferred Securities. (a) The ----------------------------------------- Trust Preferred Securities will be guaranteed, to the extent of funds held by the Trust, by HECO with respect to distributions and payments upon liquidation, redemption and otherwise (the "Trust Guarantee" and, together with the Subsidiary Guarantees (as defined herein), the "Guarantees") pursuant to, and to the extent set forth in, the Trust Guarantee Agreement dated as of December 1, 1998 between The Bank of New York, as trustee (the "Trust Guarantee Trustee"), and HECO (the "Trust Guarantee Agreement"). Under an Expense Agreement among the Companies and the Trust dated as of December 1, 1998 (the "Expense Agreement"), the Companies will agree, for the benefit of each person or entity to whom the Trust becomes indebted or liable (other than the holders of the Trust Securities), to pay any indebtedness, expenses or liabilities of the Trust, subject to certain exceptions therein.
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Description of Trust Preferred Securities. The Offerors propose that the Trust issue the Trust Preferred Securities pursuant to an Amended and Restated Trust Agreement, to be dated as of the Closing Date, among the Company, Wilmington Trust Company, as property trustee (the "Property Trustee") and Delaware trustee (the "Delaware Trustee"), and the administrative trustees named therein (the "Administrative Trustees," collectively with the Property Trustee and the Delaware Trustee, the "Trustees"), in substantially the form heretofore delivered to the Underwriter, said Agreement being hereinafter referred to as the "Trust Agreement." In connection with the issuance of the Trust Preferred Securities, the Company proposes (i) to issue its Floating Rate Junior Subordinated Deferrable Interest Debentures due 2028 ( the "Debentures") pursuant to an Indenture, to be dated as of the Closing Date, as amended or supplemented (the "Indenture"), between the Company and Wilmington Trust Company, as debenture trustee (the "Debenture Trustee") and (ii) to guarantee certain payments on the Trust Preferred Securities pursuant to a Guarantee Agreement, to be dated as of the Closing Date (the "Guarantee"), between the Company and Wilmington Trust Company, as guarantee trustee (the "Guarantee Trustee"), to the extent described therein.
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Description of Trust Preferred Securities. (a) The Trust Preferred Securities will be guaranteed, to the extent of funds held by the Trust, by HECO with respect to distributions and payments upon liquidation, redemption and otherwise (the “Trust Guarantee” and, together with the Subsidiary Guarantees (as defined herein), the “Guarantees”) pursuant to, and to the extent set forth in, the Trust Guarantee Agreement dated as of March 1, 2004 between The Bank of New York, as trustee (the “Trust Guarantee Trustee”), and HECO (the “Trust Guarantee Agreement”). Under an Expense Agreement among the Companies and the Trust dated as of March 1, 2004 (the “Expense Agreement”), the Companies will agree, for the benefit of each person or entity to whom the Trust becomes indebted or liable (other than the holders of the Trust Securities), to pay any indebtedness, expenses or liabilities of the Trust, subject to certain exceptions therein.
Sample 1
Description of Trust Preferred Securities. The Trust proposes to issue and sell to the Underwriters 1,044,000 ___% cumulative trust preferred securities (liquidation amount of $25 per preferred security) of the Trust (the "Initial Trust Preferred Securities"). Solely for the purpose of covering overallotments in the sale of the Initial Trust Preferred Securities, the Trust further proposes to grant to the Underwriters the right to purchase up to an additional 156,000 Trust Preferred Securities (the "Option Trust Preferred Securities and, together with the Initial Trust Preferred Securities, the "Trust Preferred Securities"), as provided in Section 3 of this Agreement. The Trust Preferred Securities are more fully described in the Prospectus (as defined below). The Trust Preferred Securities will be guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Preferred Securities Guarantee") pursuant to the Trust Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement"), to be dated as of the Closing Date (as defined below), executed and delivered by the Company and The Bank of New York, as trustee (the "Guarantee Trustee"), for the benefit of the holders from time to time of the Trust Preferred Securities, and will be entitled to the benefits of certain backup undertakings described in the Prospectus with respect to the Company's agreement pursuant to the Supplemental Indenture (as defined below) to pay all expenses relating to the administration of the Trust. The entire proceeds from the sale of the Trust Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Trust Common Securities" and, together with the Trust Preferred Securities, the "Trust Securities") and will be used by the Trust to purchase $_______ of ___% Junior Subordinated Deferrable Interest Debentures due 2029 (the "Subordinated Debentures" and, together with the Trust Preferred Securities and the Preferred Securities Guarantee, the "Offered Securities") issued by the Company. The Trust Common Securities have been guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Common Securities Guarantee" and, together with the "Preferred Securities Guarantee," the "Guarantees") pursuant to a Common Securities Guarantee Agreement (the "C...
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Related to Description of Trust Preferred Securities

  • Execution and Delivery of Trust Securities Certificates At the Time of Delivery, the Administrative Trustees shall cause Trust Securities Certificates, in an aggregate Liquidation Amount as provided in Sections 2.4 and 2.5, to be executed on behalf of the Issuer Trust and delivered to or upon the written order of the Depositor, executed by one authorized officer thereof, without further corporate action by the Depositor, in authorized denominations.

  • Registration of Transfer and Exchange of Preferred Securities Certificates The Securities Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.08, a Securities Register in which, subject to such reasonable regulations as it may prescribe, the Securities Registrar shall provide for the registration of Preferred Securities Certificates and the Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Preferred Securities Certificates as herein provided. The Property Trustee shall be the initial Securities Registrar. Upon surrender for registration of transfer of any Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.08, the Administrative Trustees shall execute, authenticate and deliver in the name of the designated transferee or transferees one or more new Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication by the Administrative Trustee or Trustees. The Securities Registrar shall not be required to register the transfer of any Preferred Securities that have been called for redemption. At the option of a Holder, Preferred Securities Certificates may be exchanged for other Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.08. Every Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trustees and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Preferred Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Securities Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Preferred Securities Certificates, but the Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Preferred Securities Certificates.

  • Purchase and Redemption of Trust Portfolio Shares 1.1. For purposes of this Article I, the Company shall be the Trust's agent for the receipt from each account of purchase orders and requests for redemption pursuant to the Contracts relating to each Portfolio, provided that the Company notifies the Trust of such purchase orders and requests for redemption by 9:30 a.m. Eastern time on the next following Business Day, as defined in Section 1.3.

  • Registration of the Notes and Each Note Holder The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 15, shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent shall provide such party with the names and addresses of each other Note Holder. To the extent the Trustee or another party is appointed as Agent hereunder, each Note Holder hereby designates such person as its agent under this Section 15 solely for purposes of maintaining the Note Register. In connection with any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer of a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer of any Note in violation of the provisions of Section 14 and this Section 15. Any such purported transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent and each other Note Holder against any liability that may result if the transfer is not made in accordance with the provisions of this Agreement.

  • The Trust Securities Certificates The Preferred Securities Certificates shall be issued in minimum denominations of $25 Liquidation Amount and integral multiples of $25 in excess thereof, and the Common Securities Certificates shall be issued in denominations of $25 Liquidation Amount and integral multiples thereof. The Trust Securities Certificates shall be executed on behalf of the Trust by manual signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11 and 5.13.

  • Certain Rights of Preferred Guarantee Trustee (a) Subject to the provisions of Section 3.1:

  • Registration of the Notes The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial Note registrar and the Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in Section 15, and the principal amounts (and stated interest) of the Note owing to each such Noteholder, shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement, except in the case of the Initial Noteholders who may hold their Notes through a nominee. Upon request of a Noteholder, the Agent shall provide such party with the names and addresses of the Noteholders. To the extent another party is appointed as Agent hereunder, the Noteholders hereby designate such person as its agent under this Section 16 solely for purposes of maintaining the Note Register. The parties intend for the Notes to be in registered form for federal income tax purposes under Section 5f.103-1(c) of the United States Treasury Regulations.

  • Notation on Securities in Respect of Supplemental Indentures Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.

  • Subordination of Common Securities (a) Payment of Distributions (including any Additional Interest Amounts) on, the Redemption Price of and the Liquidation Distribution in respect of, the Trust Securities, as applicable, shall be made, pro rata among the Common Securities and the Preferred Securities based on the Liquidation Amount of the respective Trust Securities; provided, that if on any Distribution Date, Redemption Date or Liquidation Date an Event of Default shall have occurred and be continuing, no payment of any Distribution (including any Additional Interest Amounts) on, Redemption Price of or Liquidation Distribution in respect of, any Common Security, and no other payment on account of the redemption, liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated and unpaid Distributions (including any Additional Interest Amounts) on all Outstanding Preferred Securities for all Distribution periods terminating on or prior thereto, or in the case of payment of the Redemption Price the full amount of such Redemption Price on all Outstanding Preferred Securities then called for redemption, or in the case of payment of the Liquidation Distribution the full amount of such Liquidation Distribution on all Outstanding Preferred Securities, shall have been made or provided for, and all funds immediately available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions (including any Additional Interest Amounts) on, or the Redemption Price of or the Liquidation Distribution in respect of, the Preferred Securities then due and payable.

  • Form of Securities and Trustee’s Certificate The Securities of any series and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially of the tenor and purport as set forth in one or more indentures supplemental hereto or as provided in a Board Resolution, and set forth in an Officer’s Certificate, and they may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which Securities of that series may be listed, or to conform to usage.

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