Common use of Form of Certificate Clause in Contracts

Form of Certificate. Each Certificate evidencing STRYPES shall be countersigned manually or in facsimile by the Managing Trustee and executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of STRYPES set forth on the face of such Certificate and the denominator of which shall be the total number of STRYPES outstanding at that time. All STRYPES shall be issued in registered form and shall be numbered serially. Pending the preparation of definitive Certificates, the Trustees may execute and the Paying Agent shall authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of STRYPES. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Appears in 3 contracts

Samples: Trust Agreement (Xyz Strypes Trust), Trust Agreement (Nextel Strypes Trust), Trust Agreement (WBK Strypes Trust)

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Form of Certificate. Each Certificate evidencing STRYPES TIMES shall be countersigned manually or in facsimile by the Managing Trustee and executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of STRYPES TIMES set forth on the face of such Certificate and the denominator of which shall be the total number of STRYPES TIMES outstanding at that time. All STRYPES TIMES shall be issued in registered form and shall be numbered serially. Pending the preparation of definitive Certificates, the Trustees may execute and the Paying Agent shall authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of STRYPESTIMES. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Appears in 2 contracts

Samples: Trust Agreement (Mandatory Common Exchange Trust), Trust Agreement (Mandatory Common Exchange Trust)

Form of Certificate. Each Certificate evidencing STRYPES TrUEPrS shall be countersigned executed manually or in by facsimile by the Managing Trustee and executed countersigned manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of execution on which they are countersigned and delivery delivered by the Paying Agent and shall represent a fractional undivided interest in the assets of the Trust, the numerator of which fraction shall be the number of STRYPES TrUEPrS set forth on the face of such Certificate and the denominator of which shall be the total number of STRYPES TrUEPrS outstanding at that time. All STRYPES TrUEPrS shall be issued in registered form and shall be numbered serially. Certificates bearing the manual or facsimile signatures of any individual who was at any time the Managing Trustee shall bind the Trust, notwithstanding that such individual ceased to hold such office prior to the countersignature and delivery of such Certificates or did not hold such position at the date of such Certificates. No Certificate shall be entitled to any benefits hereunder or be valid or obligatory for any purpose unless such Certificate shall have been countersigned by the Paying Agent as provided above, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly countersigned and delivered hereunder. Pending the preparation of definitive Certificates, the Trustees may execute and the Paying Agent shall authenticate countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). The Certificates to be delivered to the Underwriters pursuant to the Purchase Agreement will be issued in the form of a global Certificate or Certificates evidencing the TrUEPrS to be issued to the Underwriters, which will be delivered to DTC or its nominee by or on behalf of the Trust. Such global Certificate or Certificates shall initially be registered on the register maintained by the Paying Agent in the name of Cede & Co., the nominee of DTC, and no beneficial owner of an interest in such TrUEPrS will receive a definitive Certificate representing such beneficial owner's interest in such TrUEPrS, except as provided in the next paragraph. Unless and until definitive Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with DTC for all purposes of this Agreement as the Holder and the sole Holder of the Certificates and shall have no obligation to the beneficial owners of interest therein, and neither the Trust, the Trustees, the Paying Agent or any agent of any of the foregoing shall have any liability with respect to or responsibility for the records of DTC or its participants. If DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trust. Upon surrender of the global Certificate or Certificates and accompanied by registration instructions from DTC, the Trustees shall cause definitive Certificates to be registered in the names and delivered to the persons set forth in DTC's instructions. Neither the Trustees, the Trust, the Paying Agent nor any agent of any of the foregoing shall be liable for any delay by DTC in delivering such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying AgentTrustees. Every temporary Certificate shall be executed by the Managing Trustee and be authenticated countersigned by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall authenticate countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of STRYPES. TrUEPrS. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Appears in 2 contracts

Samples: Trust Agreement (Nab Exchangeable Preferred Trust), Trust Agreement (Anz Exchangeable Preferred Trust)

Form of Certificate. Each Certificate evidencing STRYPES Securities shall be countersigned manually or in facsimile by the Managing Trustee and executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of STRYPES Securities set forth on the face of such Certificate and the denominator of which shall be the total number of STRYPES Securities outstanding at that time. All STRYPES Securities shall be issued in registered form and shall be numbered serially. The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to The Depository Trust Company, as depositary ("DTC"), by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of DTC, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with DTC for all purposes of this Agreement as the Holder and the sole holder of the Certifi- catex xxx shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of DTC. If DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trust. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of DTC. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Pending the preparation of definitive Certificates, the Trustees may execute and the Paying Agent shall authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of STRYPESSecurities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Appears in 2 contracts

Samples: Trust Agreement (Fourth Automatic Common Exchange Security Trust), Trust Agreement (CVS Automatic Common Exchange Security Trust)

Form of Certificate. Each Certificate evidencing STRYPES ------------------- shall be countersigned manually or in facsimile by the Managing Trustee and executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of STRYPES set forth on the face of such Certificate and the denominator of which shall be the total number of STRYPES outstanding at that time. All STRYPES shall be issued in registered form and shall be numbered serially. Pending the preparation of definitive Certificates, the Trustees may execute and the Paying Agent shall authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of STRYPES. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Appears in 1 contract

Samples: Trust Agreement (Snyder Strypes Trust)

Form of Certificate. Each Certificate evidencing STRYPES Securities shall be countersigned manually or in facsimile by the Managing Trustee and executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of STRYPES Securities set forth on the face of such Certificate and the denominator of which shall be the total number of STRYPES Securities outstanding at that time. All STRYPES Securities shall be issued in registered form and shall be numbered serially. The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to The Depository Trust Company, as depositary ("DTC"), by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of DTC, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with DTC for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of DTC. If DTC elects to discontinue its services as securities depository, and no successor securities depositary reasonably satisfactory to the Trustees succeeds to the business of DTC, then definitive Certificates shall be prepared by the Trust. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of DTC. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Pending the preparation of definitive Certificates, the Trustees may execute and the Paying Agent shall authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive CertificatesCertifi- xxxxx. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of STRYPESSecurities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Appears in 1 contract

Samples: Trust Agreement (Third Automatic Common Exchange Security Trust)

Form of Certificate. Each Certificate evidencing STRYPES TrUEPrS shall ------------------- be countersigned executed manually or in by facsimile by the Managing Trustee and executed countersigned manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of execution on which they are countersigned and delivery delivered by the Paying Agent and shall represent a fractional undivided interest in the assets of the Trust, the numerator of which fraction shall be the number of STRYPES TrUEPrS set forth on the face of such Certificate and the denominator of which shall be the total number of STRYPES TrUEPrS outstanding at that time. All STRYPES TrUEPrS shall be issued in registered form and shall be numbered serially. Certificates bearing the manual or facsimile signatures of any individual who was at any time the Managing Trustee shall bind the Trust, notwithstanding that such individual ceased to hold such office prior to the countersignature and delivery of such Certificates or did not hold such position at the date of such Certificates. No Certificate shall be entitled to any benefits hereunder or be valid or obligatory for any purpose unless such Certificate shall have been countersigned by the Paying Agent as provided above, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly countersigned and delivered hereunder. Pending the preparation of definitive Certificates, the Trustees may execute and the Paying Agent shall authenticate countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). The Certificates to be delivered to the Underwriters pursuant to the Purchase Agreement will be issued in the form of a global Certificate or Certificates evidencing the TrUEPrS to be issued to the Underwriters, which will be delivered to DTC or its nominee by or on behalf of the Trust. Such global Certificate or Certificates shall initially be registered on the register maintained by the Paying Agent in the name of Cede & Co., the nominee of DTC, and no beneficial owner of an interest in such TrUEPrS will receive a definitive Certificate representing such beneficial owner's interest in such TrUEPrS, except as provided in the next paragraph. Unless and until definitive Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with DTC for all purposes of this Agreement as the Holder and the sole Holder of the Certificates and shall have no obligation to the beneficial owners of interest therein, and neither the Trust, the Trustees, the Paying Agent nor any agent of any of the foregoing shall have any liability with respect to or responsibility for the records of DTC or its participants. If DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trust. Upon surrender of the global Certificate or Certificates and accompanied by registration instructions from DTC, the Trustees shall cause definitive Certificates to be registered in the names and delivered to the persons set forth in DTC's instructions. Neither the Trustees, the Trust, the Paying Agent nor any agent of any of the foregoing shall be liable for any delay by DTC in delivering such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying AgentTrustees. Every temporary Certificate shall be executed by the Managing Trustee and be authenticated countersigned by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall authenticate countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of STRYPES. TrUEPrS. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Appears in 1 contract

Samples: Trust Agreement (Def Exchangeable Preferred Trust)

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Form of Certificate. Each Certificate Certifi cate evidencing STRYPES Securities shall be countersigned executed manually or in facsimile by the Managing Trustee and executed countersigned manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of execution countersignature and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of STRYPES Securities set forth on the face of such Certificate and the denominator of which shall be the total number of STRYPES Securities outstanding at that time. All STRYPES Securities shall be issued in registered form and shall be numbered serially. The Certificates delivered to the Underwriter at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriter, to be delivered to DTC by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of DTC, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with DTC for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of DTC. If DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided above. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of DTC. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Pending the preparation of definitive Certificates, the Trustees Managing Trustee may execute and the Paying Agent shall authenticate countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be authenticated countersigned manually by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall authenticate countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of STRYPESSecurities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Appears in 1 contract

Samples: Trust Agreement (Estee Lauder Automatic Common Exchange Security Trust Ii)

Form of Certificate. Each Certificate evidencing STRYPES Securities shall be countersigned manually or in facsimile by the Managing Trustee and executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of STRYPES Securities set forth on the face of such Certificate and the denominator of which shall be the total number of STRYPES Securities outstanding at that time. All STRYPES Securities shall be issued in registered form and shall be numbered serially. The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to The Depository Trust Company, as depositary ("DTC"), by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of DTC, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with DTC for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of DTC. If DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trust. Upon surrender of the global Pending the preparation of definitive Certificates, the Trustees may execute and the Paying Agent shall authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of STRYPESSecurities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Appears in 1 contract

Samples: Trust Agreement (Second Automatic Common Exchange Security Trust)

Form of Certificate. Each Certificate evidencing STRYPES Securities shall be countersigned manually or in facsimile by the Managing Trustee and executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of STRYPES Securities set forth on the face of such Certificate and the denominator of which shall be the total number of STRYPES Securities outstanding at that time. All STRYPES Securities shall be issued in registered form and shall be numbered serially. The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to The Depository Trust Company, as depositary ("DTC"), by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of DTC, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with DTC for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of DTC. If DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trust. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of DTC. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Pending the preparation of definitive Certificates, the Trustees may execute and the Paying Agent shall authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of STRYPESSecurities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Appears in 1 contract

Samples: Trust Agreement (Estee Lauder Automatic Common Exchange Security Trust)

Form of Certificate. Each Certificate evidencing STRYPES Securities shall be countersigned manually or in facsimile by the Managing Trustee and executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of STRYPES Securities set forth on the face of such Certificate and the denominator of which shall be the total number of STRYPES Securities outstanding at that time. All STRYPES Securities shall be issued in registered form and shall be numbered serially. The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to The Depository Trust Company, as depositary ("DTC"), by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of DTC, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with DTC for all purposes of this Agreement as the Holder and the sole holder of the Certifi catex xxx shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of DTC. If DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trust. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the DTC. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Pending the preparation of definitive CertificatesCertifi catex, the xxe Trustees may execute and the Paying Agent shall authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive CertificatesCertifi catex. Without Xxthout unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of STRYPESSecurities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Appears in 1 contract

Samples: Trust Agreement (Automatic Common Exchange Security Trust Ii)

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