Global Debentures Clause Samples
The 'Global Debentures' clause defines the issuance and management of debentures in a form that is represented by a single global certificate, rather than individual certificates for each holder. In practice, this means that all debenture holders are recorded in a central register, and the global certificate is typically held by a custodian or clearing system, facilitating easier transfer and settlement of interests. This clause streamlines the administration of debentures, reduces paperwork, and enhances efficiency in trading and record-keeping, particularly for large-scale or international offerings.
Global Debentures. (a) Upon the election of the holder of outstanding Debentures, which election need not be in writing, the Debentures owned by such holder shall be issued in the form of one or more Global Debentures registered in the name of the Depositary or its nominee. Each Global Debenture issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Debenture or a nominee thereof, delivered to such Depositary or a nominee thereof or custodian therefor and shall contain such legends as may be required by the Depositary and each such Global Debenture shall constitute a single Debenture for all purposes of this Indenture.
(b) Notwithstanding any other provision in this Indenture, no Global Debenture may be exchanged in whole or in part for Debentures registered, and no transfer of a Global Debenture in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Debenture or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Debenture, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Debenture of the occurrence of such event and of the availability of Debentures to such owners of beneficial interests requesting the same. Upon the issuance of such Debentures and the registration in the Debenture Register of such Debentures in the names of the holders of the beneficial interests therein, the Trustee shall recognize such holders of beneficial interests as holders.
(c) If any Global Debenture is to be exchanged for other Debentures or canceled in part, or if another Debenture is to be exchanged in whole or i...
Global Debentures. Debentures issued in global form shall be substantially in the form of Exhibits A-1 or A-2 attached hereto (including the Global Debenture Legend thereon and the "Schedule of Exchanges of Interests in the Global Debenture" attached thereto). Debentures issued in definitive form shall be substantially in the form of Exhibit A-1 attached hereto (but without the Global Debenture Legend thereon and without the "Schedule of Exchanges of Interests in the Global Debenture" attached thereto). Each Global Debenture shall represent such of the outstanding Debentures as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Debentures from time to time endorsed thereon and that the aggregate principal amount of outstanding Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Debenture to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Debentures represented thereby shall be made by the Trustee or the Debenture Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.
Global Debentures. If distributed to holders of Trust Securities in connection with the involuntary or voluntary dissolution of the Trust:
(a) The Debentures in definitive form may be presented to the Trustee by the Property Trustee in exchange for a global security in an aggregate principal amount equal to all Outstanding Debentures (a “Global Debenture”). 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. The Depositary for the Global Debentures will be The Depository Trust Company. The Global Debentures will be registered in the name of the Depositary or its nominee, Cede & Co., and held by the Trustee as custodian on behalf of the Depositary. Payments on the Debentures issued as a Global Debenture will be made to the Depositary or its nominee.
(b) If any Preferred Securities are held in definitive form, the Debentures in definitive form may be presented to the Trustee by the Property Trustee, and any Trust Securities which represent Preferred Securities other than Preferred Securities held by the depositary for the Preferred Securities or its nominee (“Non Book-Entry Preferred Securities”) will be deemed to represent beneficial ownership 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 Securities until such Preferred Securities Certificates are presented to the Security Registrar for transfer or reissuance, at which time such Preferred Securities Certificates will be canceled and a Debenture registered in the name of the holder of the Preferred Securities or the transferee of the holder of such Preferred Securities, as the case may be, with an aggregate principal amount equal to the aggregate stated liquidation amount of the Preferred Securities canceled 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 Trustee to the Trustee will be deemed to have been canceled.
Global Debentures. (a) With respect to each series of Debentures issuable in whole or in part as one or more Global Debentures, the Company shall cause to be kept by and at the principal offices of the Debenture Trustee in Toronto, Ontario or such other registrar as the Company, with the approval of the Debenture Trustee, may appoint at such other place or places, if any, as the Company may designate with the approval of the Debenture Trustee, a register in which shall be entered the name and address of the holder of each such Global Debenture (being the Depository, or its nominee, for such Global Debenture) as holder thereof and particulars of the Global Debenture held by it, and of all transfers thereof. If any Debentures of such series are at any time not Global Debentures, the provisions of Section 3.1 shall govern with respect to registrations and transfers of such Debentures.
(b) Notwithstanding any other provision of this Indenture, a Global Debenture may not be transferred by the registered holder thereof and accordingly, no security certificates shall be issued to Beneficial Holders of interests in such Global Debenture except in the following circumstances or as otherwise specified in a resolution of the directors of the Company, an Officer’s Certificate or supplemental indenture relating to a particular series of Debentures:
(i) Global Debentures may be transferred by a Depository to a nominee of such Depository or by a nominee of a Depository to such Depository or to another nominee of such Depository or by a Depository or its nominee to a successor Depository or its nominee;
(ii) Global Debentures may be transferred at any time after the Depository for such Global Debentures (i) has notified the Debenture Trustee, or the Company has notified the Debenture Trustee, that it is unwilling or unable to continue as Depository for such Global Debentures, or (ii) ceases to be eligible to be a Depository under Section 2.6(b), provided that at the time of such transfer the Company has not appointed a successor Depository for such Global Debentures;
(iii) Global Debentures may be transferred at any time after the Company has determined, in its sole discretion, that the series of Debentures issued as such Global Debentures shall no longer be held in book-entry form and has communicated such determination to the Debenture Trustee in writing;
(iv) Global Debentures may be transferred at any time after the Debenture Trustee has determined that an Event of Default has occurred ...
Global Debentures. If distributed to holders of Trust Securities in connection with the involuntary or voluntary dissolution of the Trust:
(a) The Debentures in definitive form may be presented to the Trustee by the Property Trustee in exchange for a global security in an aggregate principal amount equal to all Outstanding Debentures (a "Global Debenture"). 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. The Depositary for the Global Debentures will be The Depositary Trust Company. The Global Debentures will be registered in the name of the Depositary or its nominee, Cede & Co., and delivered by the Trustee to the Depositary or a custodian appointed by the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees. Payments on the Debentures issued as a Global Debenture will be made to the Depositary or its nominee.
(b) If any Preferred Securities are held in definitive form, the Debentures in definitive form may be presented to the Trustee by the Property Trustee, and any Trust Securities which represent Preferred Securities other than Preferred Securities held by the depositary for the Preferred Securities or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial ownership 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 Securities until such Preferred Securities Certificates are presented to the Security Registrar for transfer or reissuance, at which time such Preferred Securities Certificates will be canceled and a Debenture registered in the name of the holder of the Securities or the transferee of the holder of such Securities, as the case may be, with an aggregate principal amount equal to the aggregate stated liquidation amount of the Securities canceled 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 Trustee to the Trustee will be deemed to have been canceled.
Global Debentures. If distributed to holders of Trust Securities in connection with the involuntary or voluntary dissolution of the Trust:
(a) The Debentures in definitive form may be presented to the Trustee by the Property Trustee in exchange for a global security in an aggregate principal amount equal to all Outstanding Debentures (a "Global Debenture"). 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. The Depositary for the Global Debentures will be The Depository Trust Company. The Global Debentures will be registered in the name of the Depositary or its nominee, Cede & Co., and held by the Trustee as custodian on behalf of the Depositary. Payments on the Debentures issued as a Global Debenture will be made to the Depositary or its nominee.
(b) If any Preferred Securities are held in definitive form, the Debentures in definitive form may be presented to the Trustee by the Property Trustee, and any Trust Securities which represent Preferred Securities other than Preferred Securities held by the depositary for the Preferred Securities or its nominee
Global Debentures. (a) The Debentures shall be issued in the form of one or more temporary or global Debentures. The initial Depository for the global Debentures shall be DTC, and the depositary arrangements shall be those employed by whoever shall be the Depositary with respect to the Debentures from time to time.
Global Debentures. (a) DTC shall serve as the initial Depository for the Global Debentures.
(b) Unless and until it is exchanged for definitive Debentures in registered form in accordance with Section 2.11 of the Base Indenture, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository.
Global Debentures. The Debentures in certificated form may be presented to the Trustee in exchange for a Global Security in an aggregate principal amount equal to all Outstanding Debentures (a "Global Debenture"). The Depositary for the Debentures will be The Depository Trust Company. The Global Debentures will be registered in the name of the Depositary or its nominee, Cede & Co., and delivered by the Trustee to the Depositary or a custodian appointed by the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Company. 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 <1>A date that is six years after the Effective Time.
Global Debentures. Debentures shall be issued initially in the form of one or more permanent global Debentures in definitive, fully registered form (collectively, the “Global Debenture”), without interest coupons and bearing the Global Debentures Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Debentures represented thereby with the Securities Custodian and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. The aggregate principal amount of the Global Debentures may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as hereinafter provided.