Global Securities; Depositary Clause Samples
The 'Global Securities; Depositary' clause defines the use of a single, consolidated security certificate—known as a global security—that represents all or a portion of the securities issued in a transaction, and specifies the role of a depositary institution in holding and managing this certificate. In practice, this means that instead of issuing individual certificates to each investor, the issuer delivers the global security to a depositary, such as The Depository Trust Company (DTC), which then records ownership interests electronically for participants. This arrangement streamlines the transfer and settlement process, reduces administrative burdens, and enhances security by minimizing the risk of loss or theft of physical certificates.
Global Securities; Depositary. For the purpose of this Section, the term “Agent Member” means a member of, or participant in, a Depositary; the term “Depositary” means, with respect to Debt Securities issuable or issued in whole or in part in the form of one or more Global Securities, the entity designated as Depositary by the Company pursuant to Section 2.2, and, if at any time there is more than one such person, “Depositary” as used with respect to the Debt Securities shall mean the respective Depositary with respect to a particular series of Debt Securities; and the term “Global Security” means a global certificate evidencing all or part of the series of Debt Securities as shall be specified herein, issued to the Depositary for the series or such portion of the series, and registered in the name of such Depositary or its nominee. The Global Security may provide that it shall represent the aggregate amount of Outstanding Debt Securities from time to time endorsed thereon which may from time to time be reduced to reflect exchanges. Any endorsement to reflect the amount, or any increase or decrease in the amount, of Outstanding Debt Securities shall be made by the Trustee. Notwithstanding Section 2.10, except as otherwise specified as contemplated by Section 2.2, hereof, any Global Security shall be exchangeable only as provided in this paragraph. A Global Security shall be exchangeable pursuant to this Section 2.13 if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act, (ii) the Company in its sole discretion determines that all Global Securities of any series then outstanding under this Indenture shall be exchangeable for definitive Debt Securities of such series in registered form or (iii) an Event of Default with respect to the Debt Securities of the series represented by such Global Security has occurred and is continuing. Any Global Security of such series exchangeable pursuant to the preceding sentence shall be exchangeable for definitive Debt Securities of such series in registered form, bearing interest (if any) at the same rate or pursuant to the same formula, having the same date of issuance, redemption, conversion (if any) and other provisions, and of differing denominations aggregating a like amount. Such definitive Debt Securities of such series shall be registered in the names of the owners of th...
Global Securities; Depositary. Upon initial issuance, the Senior Notes shall be represented by one or more Global Securities. Each Global Security shall represent such aggregate principal amount of Outstanding Senior Notes as shall be specified therein and the aggregate principal amount of Outstanding Senior Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges or purchases of such Senior Notes. Initially, the Depositary for the Senior Notes will be The Depositary Trust Company, and the Global Securities representing the Senior Notes 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. The transfer and exchange of beneficial interests in any such Global Security shall be effected through the Depositary in accordance with the Indenture and the rules and procedures of the Depositary to the extent applicable to such transfer or exchange.