Common use of Global Securities Clause in Contracts

Global Securities. Each series of the Notes shall initially be issued in the form of one or more Global Securities registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Notes of such series registered in the names of Persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing that it is no longer willing or able to properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes it represents, as provided in the Original Indenture.

Appears in 4 contracts

Samples: Third Supplemental Indenture (Willis Towers Watson PLC), Indenture (Willis Group Holdings PLC), Fourth Supplemental Indenture (Willis Towers Watson PLC)

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Global Securities. Each series of the The Notes shall initially be issued in the form of one or more Global Securities registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Notes of such series registered in the names of Persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing that it is no longer willing or able to properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes it represents, as provided in the Original Indenture.

Appears in 4 contracts

Samples: Indenture (Willis Towers Watson PLC), Indenture (Willis Towers Watson PLC), Willis Towers Watson PLC

Global Securities. Each If the Issuer shall establish pursuant to Section 2.01 that the Securities of a particular series of are to be issued as a Global Security, then the Notes Issuer shall initially execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or aggregate denominations equal to the form aggregate principal amount of one or more all the Securities to be represented by a Global Securities Security, (ii) be registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or its nominee, (iii) be delivered by a nominee of the Depositary Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, unless and until the Notes are exchanged Global Security of a series may be transferred, in whole or but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for Notes such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered global security will be limited to Agent Members that have accounts with the Depositary or persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive formform and will not be considered the owners or Holders of the Securities under the Indenture. Subject to Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary, a Depositary for that registered Global Security representing and, if that person is not an Agent Member, on the Notes procedures of either series shall be exchangeable for Notes the Agent Member through which the person owns its interest, to exercise any rights of such series registered in a Holder under the names of Persons other than Indenture. Notwithstanding the foregoing, the Depositary or its nominee only if may grant proxies and otherwise authorize any Person (iincluding any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Trustee and the Issuer in writing that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, series or if at any time the Depositary ceases to for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act at Act, or other applicable statute or regulation, and a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been for such series is not appointed by the Issuer within ninety (90) 90 days after it the Issuer receives such notice or becomes aware of such cessationcondition, (ii) as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer executes will execute, and delivers subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Trustee an Issuer Order stating that principal amount of the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event Global Security of Default with respect to such series in exchange for such Global Security. Any In addition, the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that is exchangeable the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to the preceding sentence this Section 2.13 shall be exchangeable registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Notes it represents, as provided Persons in the Original Indenturewhose names such Securities are so registered.

Appears in 3 contracts

Samples: Indenture (Roper Technologies Inc), Indenture (Roper Industries Inc), Indenture (Roper Industries Inc)

Global Securities. Each series of the The Series 2015A Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2015A Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2015A Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2015A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2015A Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2015A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2015A Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 3 contracts

Samples: Southern Co, Southern Co, Southern Co

Global Securities. Each series (a) Upon the election of the Notes Holder after the Original Issue Date, which election need not be in writing, the Securities owned by such Holder shall initially be issued in the form of one or more Global Securities registered in the name of a nominee the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary. Except under Depositary designated by the limited circumstances described below, Notes represented by Company for such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary thereof and delivered to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of such successor Depositarythis Indenture. (b) Notwithstanding any other provision in this Indenture, unless and until the Notes are no Global Security may be exchanged in whole or in part for Notes in definitive form. Subject to the procedures Securities registered, and no transfer of the Depositary, a Global Security representing the Notes of either series shall in whole or in part may be exchangeable for Notes of such series registered registered, in the names name of Persons any Person other than the Depositary for such Global Security or its a nominee only if thereof unless (i) the such Depositary notifies advises the Trustee and the Issuer Company in writing that it such Depositary is no longer willing or able to properly discharge its responsibilities as a Depositary for with respect to such Global Security Security, and no qualified successor Depositary shall have been is appointed by the Issuer Company within ninety (90) days of receipt by the Issuer Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been is appointed by the Issuer Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iiiii) the Issuer Company executes and delivers to the Trustee an Issuer a Company Order stating that the Issuer Company elects to terminate the book-entry system through the Depositary, Depositary or (iiiiv) there an Event of Default shall have occurred and be continuing an Event continuing. Upon the occurrence of Default with respect 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security. Any , then either (i) such Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable so surrendered for the Notes it represents, exchange or cancellation as provided in this Article III or (ii) the Original Indenture.principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. 27

Appears in 3 contracts

Samples: Simmons First National Corp, Simmons First National Corp, Simmons First National Corp

Global Securities. Each series Upon the election of the Notes Holder after the Original Issue Date, which election need not be in writing, the Securities owned by such Holder shall initially be issued in the form of one or more Global Securities registered in the name of a nominee the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary. Except under Depositary designated by the limited circumstances described below, Notes represented by Company for such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary thereof and delivered to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of such successor Depositarythis Indenture. Notwithstanding any other provision in this Indenture, unless and until the Notes are no Global Security may be exchanged in whole or in part for Notes in definitive form. Subject to the procedures registered Securities, and no transfer of the Depositary, a Global Security representing the Notes of either series shall in whole or in part may be exchangeable for Notes of such series registered registered, in the names name of Persons any Person other than the Depositary for such Global Security or its a nominee only if thereof unless (i) the such Depositary notifies advises the Trustee and the Issuer Company in writing that it such Depositary is no longer willing or able to properly discharge its responsibilities as a Depositary for with respect to such Global Security Security, and no qualified successor Depositary shall have been is appointed by the Issuer Company within ninety (90) days of receipt by the Issuer Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been is appointed by the Issuer Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iiiii) the Issuer Company executes and delivers to the Trustee an Issuer a Company Order stating that the Issuer Company elects to terminate the book-entry system through the Depositary, Depositary or (iiiiv) there an Event of Default shall have occurred and be continuing 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an Event amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of Default such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Securities distributed to holders of Book-Entry Preferred Securities (as defined in the Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security. Any , and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for prevent the Notes it representsCompany, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as provided in between a Depositary and such holders of beneficial interests, the Original Indentureoperation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.

Appears in 3 contracts

Samples: Valley Financial Corp /Va/, Vision Bancshares Inc, Greater Community Bancorp

Global Securities. The provisions of this Section 305(c) shall apply only to Global Securities. Each series of the Notes Global Security authenticated under this Indenture shall initially be issued in the form of one or more Global Securities registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by Depositary designated for such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary thereof and delivered to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of such successor Depositarythis Indenture. Notwithstanding any other provision in this Indenture, unless and until the Notes are no Global Security may be exchanged in whole or in part for Notes in definitive form. Subject to the procedures Securities registered, and no transfer of the Depositary, a Global Security representing the Notes of either series shall in whole or in part may be exchangeable for Notes of such series registered made or registered, in the names name of Persons any Person other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing that it is no longer willing or able to properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor or a nominee thereof unless (A) such Depositary shall have been appointed by (i) has notified the Issuer within ninety that it is unwilling or unable to continue to act as Depositary for such Global Security or (90ii) days of receipt by the Issuer of such notification, or if at any time the Depositary ceases has ceased to be a clearing agency registered under the Exchange Act at a time when Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Depositary is required Issuer becoming aware of the Depositary’s ceasing to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days after it becomes aware of such cessationcase may be, (iiB) the Issuer executes and delivers to in its sole discretion shall have notified the Trustee an Depositary by Issuer Order stating that the Issuer elects to terminate the book-entry system through the DepositaryGlobal Securities shall be exchanged for such Securities, or (iiiC) there shall have occurred and be continuing an Event of Default with respect to the Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(c) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security. Any Until the termination of the Restricted Period with respect to Securities of a series, interests in any Regulation S Global Security of such series may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream; provided, however, that is exchangeable pursuant the Trustee shall have no responsibility to the preceding sentence shall be exchangeable for the Notes it represents, as provided in the Original Indenturedetermine compliance with this requirement.

Appears in 3 contracts

Samples: Amcor Finance (Amcor PLC), Amcor Finance (Amcor PLC), Amcor PLC

Global Securities. Each If the Company shall establish pursuant to Section 2.03 that the Securities of a particular series of are to be issued as a Global Security, then the Notes Company shall initially execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or aggregate denominations equal to the form aggregate principal amount of one or more all the Securities to be represented by a Global Securities Security, (ii) be registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or its nominee, (iii) be delivered by a nominee of the Depositary Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to the Depositary, to another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, unless and until the Notes are exchanged Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to the Depositary for such series, to another nominee of the Depositary for such series or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the Securities beneficially owned by the Agent Members. Any dealers, underwriters, initial purchasers or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a registered Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the registered Global Security for all purposes under the Indenture. Except as described in this Section 2.13, owners of beneficial interests in a registered Global Security will not be entitled to have the Securities represented by the registered Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Person owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Company, the Trustee or any other agent of the Company, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in part good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for Notes such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive formregistered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Subject In addition, the Company may, subject to the procedures of the Depositary, at any time determine that the Securities of any series shall no longer be represented by a Global Security representing and that the Notes provisions of either series this Section 2.13 shall be exchangeable for Notes no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the names principal amount of Persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing that it is no longer willing or able to properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to series in exchange for such Global Security. Any Upon the exchange of the Global Security that is exchangeable for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to the preceding sentence this Section 2.13 shall be exchangeable registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect Agent Members or otherwise, shall instruct the Trustee in writing. The Company and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary and shall incur no liability to any Person for any losses or damages arising as a result of any delay in receiving such instructions. The Trustee shall deliver such Securities to the Notes it represents, as provided Depositary for delivery to the Persons in the Original Indenturewhose names such Securities are so registered.

Appears in 2 contracts

Samples: Indenture (Cisco Systems, Inc.), Indenture (Cisco Systems, Inc.)

Global Securities. Each series of the The Series 2017A Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee the Depositary (which shall be The Depository Trust Company) or its nominee. The Series 2017A Notes will be initially issued pursuant to an exemption or exemptions from the registration requirements of the DepositarySecurities Act of 1933, as amended (the “1933 Act”). Beneficial interests in the Series 2017A Notes offered and sold to “qualified institutional buyers” (as defined in Rule 144A under the 1933 Act) in reliance upon Rule 144A under the 1933 Act shall be represented by one or more separate Global Securities (each, a “Rule 144A Global Note”). Each Rule 144A Global Note shall bear the Rule 144A legend in substantially the form set forth in Exhibit A hereto (the “Rule 144A Legend”). Beneficial interests in the Series 2017A Notes offered and sold to purchasers outside of the United States pursuant to Regulation S under the 1933 Act shall be represented by one or more separate Global Securities (each, a “Regulation S Global Note”) and shall bear the Regulation S legend in substantially the form set forth in Exhibit A hereto (the “Regulation S Legend”). Except under the limited circumstances described below, Series 2017A Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2017A Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2017A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2017A Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2017A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2017A Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 2 contracts

Samples: Nineteenth Supplemental Indenture (Mississippi Power Co), Mississippi Power Co

Global Securities. Each series of the The Series A Senior Notes shall will be initially be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series A Senior Notes represented by such Global Security or Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series A Senior Notes in definitive form. The Issuer has entered into a letter of representations with form registered in names other than the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary proceduresits nominee. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series A Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a its nominee or except as described below. The rights of Holders of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of Global Security shall be exercised only through the Depositary, a . A Global Security representing the Notes of either series shall be exchangeable for Series A Senior Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) 90 days of receipt by the Issuer Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) 90 days after it becomes aware of such cessation, (ii) the Issuer executes Company in its sole discretion, and delivers subject to the Trustee an Issuer Order stating procedures of the Depositary, determines that the Issuer elects such Global Security shall be so exchangeable, in which case Series A Senior Notes in definitive form will be printed and delivered to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to such Global Securitythe Series A Senior Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series A Senior Notes registered in such names as the Notes it represents, as provided in the Original IndentureDepositary shall direct.

Appears in 2 contracts

Samples: Fourth Supplemental Indenture (Virginia Electric & Power Co), Virginia Electric & Power Co

Global Securities. Each If the Company shall establish pursuant to Section 2.03 that the Securities of a particular series of are to be issued as a Global Security, then the Notes Company shall initially execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall (iv) represent, and be issued in a denomination or aggregate denominations equal to the form aggregate principal amount of one or more all the Securities to be represented by a Global Securities Security, (v) be registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or its nominee, (vi) be delivered by a nominee of the Depositary Trustee to the Depositary or pursuant to the Depositary’s instruction and (vii) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to the Depositary, to another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, unless and until the Notes are exchanged Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to the Depositary for such series, to another nominee of the Depositary for such series or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the Securities beneficially owned by the Agent Members. Any dealers, underwriters, initial purchasers or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a registered Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the registered Global Security for all purposes under the Indenture. Except as described in this Section 2.13, owners of beneficial interests in a registered Global Security will not be entitled to have the Securities represented by the registered Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Person owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Company, the Trustee or any other agent of the Company, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If (i) at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary for such series or that it is no longer registered or in part good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for Notes such series is not appointed by the Company within 90 days after the Company receives such notice, or (ii) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, this Section 2.13 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive formregistered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Subject In addition, the Company may, subject to the procedures of the Depositary, at any time determine that the Securities of any series shall no longer be represented by a Global Security representing and that the Notes provisions of either series this Section 2.13 shall be exchangeable for Notes no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the names principal amount of Persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing that it is no longer willing or able to properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to series in exchange for such Global Security. Any Upon the exchange of the Global Security that is exchangeable for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to the preceding sentence this Section 2.13 shall be exchangeable registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect Agent Members or otherwise, shall instruct the Trustee in writing. The Company and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary and shall incur no liability to any Person for any losses or damages arising as a result of any delay in receiving such instructions. The Trustee shall deliver such Securities to the Notes it represents, as provided Depositary for delivery to the Persons in the Original Indenturewhose names such Securities are so registered.

Appears in 2 contracts

Samples: Indenture (Flex Ltd.), Indenture (Flex Ltd.)

Global Securities. Each If the Issuer shall establish pursuant to Section 2.01 that the Securities of a particular series of are to be issued as a Global Security, then the Notes Issuer shall initially execute and the Trustee shall, in accordance with Section 3.02, authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or aggregate denominations equal to the form aggregate principal amount of one or more all the Securities to be represented by a Global Securities Security, (ii) be registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in or its nominee, (iii) be held by the form provided by Trustee as custodian of the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as (iv) bear a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary legend substantially to the Depositary or following effect: “Except as otherwise provided in Section 3.11 of this Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Notwithstanding the provisions of Section 3.06, unless and until the Notes are exchanged Global Security of a series may be transferred, in whole or but not in part and in the manner provided in Section 3.06, only to another nominee of the Depositary for Notes such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under this Indenture. Except as described in this Section 3.11, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive formform and will not be considered the owners or Holders of the Securities under this Indenture. Subject to Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary, a Depositary for that registered Global Security representing and, if that Person is not an Agent Member, on the Notes procedures of either series shall be exchangeable for Notes the Agent Member through which the Person owns its interest, to exercise any rights of such series registered in a Holder under this Indenture. Notwithstanding the names of Persons other than foregoing, the Depositary or its nominee only may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If, at any time, either (i) the Depositary for a series of the Securities notifies the Trustee and the Issuer in writing that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, series or if at any time the Depositary ceases to for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act at Act, or other applicable statute or regulation, and a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been for such series is not appointed by the Issuer within ninety (90) 90 days after it the Issuer receives such notice or becomes aware of such cessationcondition, as the case may be, or (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to a series of Securities has occurred and is continuing and the Depositary for such series requests the issuance in definitive registered form of any such Securities represented by a Global Security, then this Section 3.11 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 3.06, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Any In addition, the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that is exchangeable the provisions of this Section 3.11 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 3.06, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to the preceding sentence this Section 3.11 shall be exchangeable registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Notes it represents, as provided Persons in whose names such Securities are so registered. Neither the Original IndentureTrustee nor any Agent Members shall have any responsibility for any actions taken or not taken by the Depositary.

Appears in 2 contracts

Samples: Leidos Holdings, Inc., Leidos, Inc.

Global Securities. Each series of the The Series A Senior Notes shall initially will be issued initially in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series A Senior Notes represented by such Global Security or Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series A Senior Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series A Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a its nominee or except as described below. The rights of Holders of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of Global Security shall be exercised only through the Depositary, a . A Global Security representing the Notes of either series shall be exchangeable for Series A Senior Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) 90 days of receipt by the Issuer Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) 90 days after it becomes aware of such cessation, or (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global SecuritySecurity shall be so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series A Senior Notes registered in such names as the Notes it represents, as provided in the Original IndentureDepositary shall direct.

Appears in 2 contracts

Samples: Electric and Power (Virginia Electric & Power Co), Supplemental Indenture (Consolidated Natural Gas Co/Va)

Global Securities. Each series of the The Series 2020A Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2020A Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2020A Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2020A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2020A Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2020A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2020A Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 2 contracts

Samples: Southern Co, Southern Co

Global Securities. Each If the Company shall establish pursuant to Section 2.01 that the Securities of a particular series of are to be issued as a Global Security, then the Notes Company shall initially execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or aggregate denominations equal to the form aggregate principal amount of one or more all the Securities to be represented by a Global Securities Security, (ii) be registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or its nominee, (iii) be delivered by a nominee of the Depositary Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, unless and until the Notes are exchanged Global Security of a series may be transferred, in whole or but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for Notes such series, or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members accounts with the respective principal or face amounts of the Securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive formform and will not be considered the owners or Holders of the Securities under the Indenture. Subject to Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary, a Depositary for that registered Global Security representing and, if that person is not an Agent Member, on the Notes procedures of either series shall be exchangeable for Notes the Agent Member through which the person owns its interest, to exercise any rights of such series registered in a Holder under the names of Persons other than Indenture. Notwithstanding the foregoing, the Depositary or its nominee only if may grant proxies and otherwise authorize any Person (iincluding any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Company, the Trustee or any other agent of the Company, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, series or if at any time the Depositary ceases to for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act at Act, or other applicable statute or regulation, and a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been for such series is not appointed by the Issuer Company within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessationcondition, (ii) as the Issuer executes and delivers case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an Issuer Order stating that aggregate principal amount equal to the Issuer elects to terminate principal amount of the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event Global Security of Default with respect to such series in exchange for such Global Security. Any In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that is exchangeable the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 2.08, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to the preceding sentence this Section 2.13 shall be exchangeable registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Company and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Notes it represents, as provided Persons in the Original Indenturewhose names such Securities are so registered.

Appears in 2 contracts

Samples: Palo Alto Networks Inc, Palo Alto Networks Inc

Global Securities. Each If the Issuer shall establish pursuant to ‎Section 2.01 that the Securities of a particular series of are to be issued as a Global Security, then the Notes Issuer shall initially execute and the Trustee shall, in accordance with ‎Section 2.04, authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or aggregate denominations equal to the form aggregate principal amount of one or more all the Securities to be represented by a Global Securities Security, (i) be registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or its nominee, (i) be delivered by a nominee of the Depositary Trustee to the Depositary or pursuant to the Depositary’s instruction and (i) bear a legend substantially to the following effect: “Except as otherwise provided in ‎Section 2.12 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Notwithstanding the provisions of ‎Section 2.08, unless and until the Notes are exchanged Global Security of a series may be transferred, in whole or but not in part for Notes and in definitive form. Subject the manner provided in ‎Section 2.08, only to the procedures another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Principal, premium, if any, and interest payments on Securities represented by a Global Security representing the Notes of either series shall be exchangeable for Notes of such series registered in the names name of Persons other than the Depositary or its nominee only if (i) will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Trustee and the Issuer in writing that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, series or if at any time the Depositary ceases to for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act at Act, or other applicable statute or regulation, and a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been for such series is not appointed by the Issuer within ninety (90) 90 days after it the Issuer receives such notice or becomes aware of such cessationcondition, (ii) as the case may be, this ‎Section 2.12 shall no longer be applicable to the Securities of such series and the Issuer executes will execute, and delivers subject to ‎Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Trustee an Issuer Order stating that principal amount of the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event Global Security of Default with respect to such series in exchange for such Global Security. Any In addition, the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that is exchangeable the provisions of this ‎Section 2.12 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to ‎Section 2.08, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to the preceding sentence this ‎Section 2.12 shall be exchangeable registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Notes it represents, as provided Persons in the Original Indenturewhose names such Securities are so registered.

Appears in 2 contracts

Samples: Indenture (Trinet Group, Inc.), Indenture (Trinet Group Inc)

Global Securities. Each series of the The Series B Senior Notes shall will be initially be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series B Senior Notes represented by such Global Security or Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series B Senior Notes in definitive form. The Issuer has entered into a letter of representations with form registered in names other than the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary proceduresits nominee. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series B Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a its nominee or except as described below. The rights of Holders of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of Global Security shall be exercised only through the Depositary, a . A Global Security representing the Notes of either series shall be exchangeable for Series B Senior Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) 90 days of receipt by the Issuer Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) 90 days after it becomes aware of such cessation, (ii) the Issuer executes Company in its sole discretion, and delivers subject to the Trustee an Issuer Order stating procedures of the Depositary, determines that the Issuer elects such Global Security shall be so exchangeable, in which case Series B Senior Notes in definitive form will be printed and delivered to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to such Global Securitythe Series B Senior Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series B Senior Notes registered in such names as the Notes it represents, as provided in the Original IndentureDepositary shall direct.

Appears in 2 contracts

Samples: Virginia Electric & Power Co, Virginia Electric & Power Co

Global Securities. Each If the Issuer shall establish pursuant to Section 2.01 that the Securities of a particular series of are to be issued as a Global Security, then the Notes Issuer shall initially execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or aggregate denominations equal to the form aggregate principal amount of one or more all the Securities to be represented by a Global Securities Security, (ii) be registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in or its nominee, (iii) be delivered to the form provided by Trustee as custodian for the Depositary and (iv) bear a legend substantially to the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act following effect: “Except as otherwise provided in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee Section 2.13 of the Depositary or by a nominee of the Depositary Indenture, this Security may be transferred, in whole but not in part, only to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, unless and until the Notes are exchanged Global Security of a series may be transferred, in whole or but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for Notes such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive formform and will not be considered the owners or Holders of the Securities under the Indenture. Subject to Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary, a Depositary for that registered Global Security representing and, if that Person is not an Agent Member, on the Notes procedures of either series shall be exchangeable for Notes the Agent Member through which the Person owns its interest, to exercise any rights of such series registered in a Holder under the names of Persons other than Indenture. Notwithstanding the foregoing, the Depositary or its nominee only if may grant proxies and otherwise authorize any Person (iincluding any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Trustee and the Issuer in writing that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, series or if at any time the Depositary ceases to for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act at Act, or other applicable statute or regulation, and a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been for such series is not appointed by the Issuer within ninety (90) 90 days after it the Issuer receives such notice or becomes aware of such cessationcondition, (ii) as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer executes will execute, and delivers subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Trustee an Issuer Order stating that principal amount of the Issuer elects to terminate Global Security of such series in exchange for such Global Security. Upon the book-entry system through exchange of the DepositaryGlobal Security for such Securities in definitive registered form without coupons, or (iii) there in authorized denominations, the Global Security shall have occurred and be continuing cancelled by the Trustee. In addition, if an Event of Default with respect to the Securities of a series has occurred and is continuing and a beneficial owner of any such Security requests that its beneficial interest therein be issued as a certificated Security, the Issuer will execute and, subject to Section 2.08, the Trustee will authenticate and deliver Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series corresponding to such beneficial owner’s beneficial interest in such Global Security. Any Securities in definitive registered form issued in exchange for all or part of the Global Security that is exchangeable pursuant to the preceding sentence this Section 2.13 shall be exchangeable registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Notes it represents, as provided Persons in the Original Indenturewhose names such Securities are so registered.

Appears in 2 contracts

Samples: Indenture (Affymetrix Inc), Indenture (Affymetrix Inc)

Global Securities. Each series of the The 2046 Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, 2046 Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, 2046 Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 2046 Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for 2046 Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe 2046 Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2046 Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Series 2023B Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2023B Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2023B Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2023B Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2023B Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2023B Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2023B Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Series 2017A Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2017A Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2017A Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2017A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2017A Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2017A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2017A Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Georgia Power Co

Global Securities. Each series of the The Series 2023E Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2023E Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2023E Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2023E Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2023E Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2023E Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2023E Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Series 2014A Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2014A Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2014A Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2014A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2014A Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2014A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2014A Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Series 2022A Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2022A Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2022A Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2022A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2022A Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2022A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2022A Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Series C Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series C Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series C Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series C Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series C Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series C Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series C Notes registered in such names as the Notes it represents, as provided in the Original IndentureDepositary shall direct.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the Notes shall initially be issued in the form of one or more Global Securities registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary, unless and until the Notes are this Security is exchanged in whole or in part for Notes Securities in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing that it is no longer willing or able to properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to such the Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes it represents, as provided in the Original Indenture.

Appears in 1 contract

Samples: Indenture (Willis Group Holdings LTD)

Global Securities. Each series of the The Series 2022B Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2022B Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2022B Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2022B Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2022B Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2022B Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2022B Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the Notes shall initially be issued in the form of one or more Global Securities registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Notes of such series registered in the names of Persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing that it is no longer willing or able to properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes it represents, as provided in the Original Indenture.

Appears in 1 contract

Samples: Indenture (Willis Group Holdings PLC)

Global Securities. Each series of the The 2021 Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, 2021 Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, 2021 Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 2021 Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for 2021 Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe 2021 Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2021 Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Series 2013A Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2013A Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2013A Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2013A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2013A Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2013A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2013A Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Notes shall initially be issued in the form of one or more Global Securities registered in the name of a nominee of the Common Depositary. The Company will deposit the Global Securities with the Common Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Notes of such series registered in the names of Persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing that it is no longer willing or able to properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes it represents, as provided in the Original Indenture.

Appears in 1 contract

Samples: Indenture (Willis Towers Watson PLC)

Global Securities. Each series of the The Series D Senior Notes shall will be initially be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series D Senior Notes represented by such Global Security or Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series D Senior Notes in definitive form. The Issuer has entered into a letter of representations with form registered in names other than the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary proceduresits nominee. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series D Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a its nominee or except as described below. The rights of Holders of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of Global Security shall be exercised only through the Depositary, a . A Global Security representing the Notes of either series shall be exchangeable for Series D Senior Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) 90 days of receipt by the Issuer Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) 90 days after it becomes aware of such cessation, (ii) the Issuer executes Company in its sole discretion, and delivers subject to the Trustee an Issuer Order stating procedures of the Depositary, determines that the Issuer elects such Global Security shall be so exchangeable, in which case Series D Senior Notes in definitive form will be printed and delivered to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to such Global Securitythe Series D Senior Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series D Senior Notes registered in such names as the Notes it represents, as provided in the Original IndentureDepositary shall direct.

Appears in 1 contract

Samples: Fifteenth Supplemental Indenture (Virginia Electric & Power Co)

Global Securities. Each series of the The Series 2017B Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2017B Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2017B Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2017B Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2017B Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2017B Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2017B Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Series A Senior Notes shall initially will be issued initially in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series A Senior Notes represented by such Global Security or Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series A Senior Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series A Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a its nominee or except as described below. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series A Senior Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) 90 days of receipt by the Issuer Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) 90 days after it becomes aware of such cessation, or (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global SecuritySecurity shall be so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series A Senior Notes registered in such names as the Notes it represents, as provided in the Original IndentureDepositary shall direct.

Appears in 1 contract

Samples: Electric and Power Company (Virginia Electric & Power Co)

Global Securities. Each series of the The Notes shall initially be issued in the form of one or more Global Securities registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary, unless and until the Notes are this Security is exchanged in whole or in part for Notes Securities in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for the Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing that it is no longer willing or able to properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to such the Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes it represents, as provided in the Original Indenture.

Appears in 1 contract

Samples: Second Supplemental Indenture (Willis Group Holdings LTD)

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Global Securities. Each series of the The Notes shall initially be issued in the form of one or more Global Securities registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary, unless and until the Notes Global Securities are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing that it is no longer willing or able to properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to such the Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes it represents, as provided in the Original Base Indenture.

Appears in 1 contract

Samples: First Supplemental Indenture (Ust Inc)

Global Securities. Each series of the The Series 2016A Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2016A Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2016A Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2016A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2016A Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2016A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2016A Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Notes shall initially be issued in the form of one or more Global Securities registered in the name of a nominee of the Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for the Notes of such series registered in the names of Persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing that it is no longer willing or able to properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to such the Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes it represents, as provided in the Original Indenture.

Appears in 1 contract

Samples: Willis Group Holdings LTD

Global Securities. Each series of the The Series 2014B Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2014B Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2014B Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2014B Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2014B Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2014B Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2014B Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Series B Senior Notes shall initially will be issued initially in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series B Senior Notes represented by such Global Security or Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series B Senior Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series B Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a its nominee or except as described below. The rights of Holders of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of Global Security shall be exercised only through the Depositary, a . A Global Security representing the Notes of either series shall be exchangeable for Series B Senior Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) 90 days of receipt by the Issuer Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) 90 days after it becomes aware of such cessation, or (ii) the Issuer executes Company in its sole discretion and delivers subject to the Trustee an Issuer Order stating procedures of the Depositary determines that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global SecuritySecurity shall be so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series B Senior Notes registered in such names as the Notes it represents, as provided in the Original IndentureDepositary shall direct.

Appears in 1 contract

Samples: Virginia Electric & Power Co

Global Securities. Each series of the The 3.450% Senior Notes shall initially will be issued initially in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be DTC) or its nominee. Except under the limited circumstances described below, 3.450% Senior Notes represented by such Global Security or Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, 3.450% Senior Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 3.450% Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a [[5628593]] successor Depositary or a its nominee or except as described below. The rights of Holders of such successor Global Security shall be exercised only through the Depositary. For the avoidance of doubt, unless and until where this Sixteenth Supplemental Indenture or the 3.450% Senior Notes are exchanged in whole provide for notice of any event or in part for Notes in definitive form. Subject any other communication to a Holder, such notice shall be sufficiently given if given to the procedures of Depositary (or its designee) pursuant to the standing instructions from the Depositary (or its designee), including by electronic mail in accordance with accepted practices at the Depositary, a . A Global Security representing the Notes of either series shall be exchangeable for 3.450% Senior Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) 90 days of receipt by the Issuer Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) 90 days after it becomes aware of such cessation, or (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global SecuritySecurity shall be so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 3.450% Senior Notes registered in such names as the Notes it represents, as provided in the Original IndentureDepositary shall direct.

Appears in 1 contract

Samples: Supplemental Indenture (Markel Corp)

Global Securities. Each series of the The Series 2023A Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2023A Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2023A Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2023A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2023A Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 calendar days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2023A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2023A Notes registered in such names as the Depositary shall direct. At such time as all interests in a Global Security have been converted, canceled, purchased or transferred, such Global Security shall be, upon receipt thereof, canceled by the Trustee in accordance with applicable procedures of the Depositary and the Trustee, in its capacity as custodian for the Depositary. At any time prior to such cancellation, if any interest in a Global Security is exchanged for Certificated Notes, converted, canceled, purchased or transferred to a transferee who receives Certificated Notes it representstherefor or any Certificated Note is exchanged or transferred for part of such Global Security, the principal amount of such Global Security shall, in accordance with the applicable procedures of the Depositary and the Trustee, be appropriately reduced or increased, as provided the case may be, and an endorsement shall be made on such Global Security, by the Trustee, to reflect such reduction or increase. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The 2019 Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, 2019 Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, 2019 Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 2019 Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for 2019 Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe 2019 Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2019 Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The 2018 Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, 2018 Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, 2018 Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 2018 Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for 2018 Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe 2018 Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2018 Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Series 2023C Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2023C Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2023C Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2023C Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2023C Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2023C Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2023C Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Series 2018A Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee the Depositary (which shall be The Depository Trust Company) or its nominee. The Series 2018A Notes will be initially issued pursuant to an exemption or exemptions from the registration requirements of the DepositarySecurities Act of 1933, as amended (the “1933 Act”). Beneficial interests in the Series 2018A Notes offered and sold to “qualified institutional buyers” (as defined in Rule 144A under the 1933 Act) in reliance upon Rule 144A under the 1933 Act shall be represented by one or more separate Global Securities (each, a “Rule 144A Global Note”). Each Rule 144A Global Note shall bear the Rule 144A legend in substantially the form set forth in Exhibit A hereto (the “Rule 144A Legend”). Beneficial interests in the Series 2018A Notes offered and sold to purchasers outside of the United States pursuant to Regulation S under the 1933 Act shall be represented by one or more separate Global Securities (each, a “Regulation S Global Note”) and shall bear the Regulation S legend in substantially the form set forth in Exhibit A hereto (the “Regulation S Legend”). Except under the limited circumstances described below, Series 2018A Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2018A Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2018A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2018A Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2018A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2018A Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Twentieth Supplemental Indenture (Southern Power Co)

Global Securities. Each series of the Notes shall initially be issued in the form of one or more Global Securities registered in the name of a nominee of the Depositary. (a) Except under the limited circumstances described below, Senior Notes represented by such Global Security or Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Senior Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. (b) Except as otherwise provided in this First Supplemental Indenture, owners of beneficial interests in such Global Securities will not be considered the holders thereof for any purpose under the Indenture, and no Global Security representing a Senior Note shall be exchangeable, except for another Global Security of like denomination and to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of holders of such successor Global Securities shall be exercised only through the Depositary, unless and until the Notes are exchanged . (c) A Global Security shall be exchangeable in whole or or, from time to time, in part for Senior Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Notes of such series registered form only as provided in the names of Persons other than the Depositary or its nominee only if Indenture. If (i) at any time the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notification, Senior Notes or if at any time the Depositary ceases shall no longer be registered or in good standing as a “clearing agency” registered pursuant to be a clearing agency registered under the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a such time when as the Depositary is required to be so registered to act as such and the Depositary and no qualified so notifies the Company and, in each case, the Company does not appoint a successor Depositary shall have been appointed by the Issuer within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessationcondition, as the case may be, (ii) the Issuer executes any Event of Default or Default has occurred and delivers is continuing with respect to the Trustee an Issuer Order stating that the Issuer elects to terminate the book-entry system through the Depositary, Senior Notes or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Security. Any Global Security that is exchangeable pursuant subject to the preceding sentence procedures of the Depositary, the Company in its sole discretion determines that the Senior Notes shall be exchangeable for Senior Notes in definitive registered form and executes and, in each case, delivers to the Security Registrar a written order of the Company providing that the Senior Notes it representsshall be so exchangeable, the Senior Notes shall be exchangeable for Senior Notes in definitive registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be in minimum denominations of $25, or any integral multiples of $25 in excess thereof (or in units, each unit representing $25), and be of like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. Except as provided herein, owners of beneficial interests in the Original Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the holders thereof for any purpose under the Indenture.. None

Appears in 1 contract

Samples: First Supplemental Indenture (Atlas Financial Holdings, Inc.)

Global Securities. Each series of the The Series B Senior Notes shall will be initially be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryCommon Depositary or its nominee. Except under the limited circumstances described below, Series B Senior Notes represented by such Global Security or Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series B Senior Notes in definitive form. The Issuer has entered into a letter of representations with form registered in names other than the Common Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary proceduresits nominee. The Global Securities described above may not be transferred except as a whole by the Common Depositary to a nominee of the Common Depositary or by a nominee of the Common Depositary to the Common Depositary or another nominee of the Common Depositary or to a successor Common Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series B Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Common Depositary or its nominee or by the Depositary or any such nominee to a successor Common Depositary or a its nominee or except as described below. The rights of Holders of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing shall be exercised only through the Notes of either series Common Depositary. A Global Security shall be exchangeable for Series B Senior Notes of such series registered in the names of Persons persons other than the Common Depositary or its nominee only if (i) the Depositary Clearstream, Euroclear or any successor thereto notifies the Trustee and the Issuer in writing Company that it is no longer willing or able to properly discharge its responsibilities act as a Depositary clearing system for such the Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationSecurities, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Issuer executes and delivers Company determines, in its sole discretion, not to have the Trustee an Issuer Order stating that the Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Series B Senior Notes represented by a Global Security. Any Certificated Notes issued in exchange for Global Security that is exchangeable pursuant to the preceding sentence Securities, any beneficial interest therein or any portion thereof shall be exchangeable for the Notes it represents, as provided registered in the Original Indenturenames, and issued in any approved denominations, requested by or on behalf of the Common Depositary (in accordance with its customary procedures).

Appears in 1 contract

Samples: Dominion Gas Holdings, LLC

Global Securities. Each series of the The 2036 Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, 2036 Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, 2036 Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 2036 Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for 2036 Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe 2036 Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2036 Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Series 2011A Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2011A Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2011A Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2011A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee to or a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2011A Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes it represents, as provided in the Original Indenture.Series

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The 2026 Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, 2026 Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, 2026 Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 2026 Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for 2026 Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe 2026 Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2026 Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Series 2023D Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2023D Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2023D Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2023D Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2023D Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2023D Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2023D Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series Upon the election of the Notes Holder after the Original Issue Date, which election need not be in writing, the Securities owned by such Holder shall initially be issued in the form of one or more Global Securities registered in the name of a nominee the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary. Except under Depositary designated by the limited circumstances described below, Notes represented by Company for such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary thereof and delivered to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of such successor Depositarythis Indenture. Notwithstanding any other provision in this Indenture, unless and until the Notes are no Global Security may be exchanged in whole or in part for Notes in definitive form. Subject to the procedures Securities registered, and no transfer of the Depositary, a Global Security representing the Notes of either series shall in whole or in part may be exchangeable for Notes of such series registered registered, in the names name of Persons any Person other than the Depositary for such Global Security or its a nominee only if thereof unless (i) the such Depositary notifies advises the Trustee and the Issuer Company in writing that it such Depositary is no longer willing or able to properly discharge its responsibilities as a Depositary for with respect to such Global Security Security, and no qualified successor Depositary shall have been is appointed by the Issuer Company within ninety (90) days of receipt by the Issuer Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been is appointed by the Issuer Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iiiii) the Issuer Company executes and delivers to the Trustee an Issuer a Company Order stating that the Issuer Company elects to terminate the book-entry system through the Depositary, Depositary or (iiiiv) there an Event of Default shall have occurred and be continuing 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 Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an Event amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of Default such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depository Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security. Any , and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for prevent the Notes it representsCompany, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as provided in between a Depositary and such holders of beneficial interests, the Original Indentureoperation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Summit Bank Corp)

Global Securities. Each series of the The Series A Senior Notes shall will be initially be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series A Senior Notes represented by such Global Security or Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series A Senior Notes in definitive form. The Issuer has entered into a letter of representations with form registered in names other than the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary proceduresits nominee. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series A Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a its nominee or except as described below. The rights of Holders of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of Global Security shall be exercised only through the Depositary, a . A Global Security representing the Notes of either series shall be exchangeable for Series A Senior Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) days of receipt by the Issuer Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) days after it becomes aware of such cessation, (ii) the Issuer executes Company in its sole discretion, and delivers subject to the Trustee an Issuer Order stating procedures of the Depositary, determines that the Issuer elects such Global Security shall be so exchangeable, in which case Series A Senior Notes in definitive form will be printed and delivered to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to such Global Securitythe Series A Senior Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series A Senior Notes registered in such names as the Notes it represents, as provided in the Original IndentureDepositary shall direct.

Appears in 1 contract

Samples: Eleventh Supplemental Indenture (Dominion Energy Gas Holdings, LLC)

Global Securities. Each series of the The Series 2007C Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2007C Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2007C Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2007C Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2007C Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2007C Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2007C Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security, for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any delay in exercising the Original Indentureoption to extend the maturity of an Extendible Note.

Appears in 1 contract

Samples: Georgia Power Company (Georgia Power Co)

Global Securities. Each series of the The 2023 Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, 2023 Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, 2023 Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 2023 Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for 2023 Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe 2023 Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2023 Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

Global Securities. Each series of the The Series A Senior Notes shall offered and sold to QIBs in reliance on Rule 144A will be initially be issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Series A Senior Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more Global Securities (the “Regulation S Global Security”), in each case registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series A Senior Notes represented by such Global Security or Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series A Senior Notes in definitive form. The Issuer has entered into a letter of representations with form registered in names other than the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary proceduresits nominee. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series A Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a its nominee or except as described below. The rights of Holders of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of Global Security shall be exercised only through the Depositary, a . A Global Security representing the Notes of either series shall be exchangeable for Series A Senior Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) days of receipt by the Issuer Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company within ninety (90) days after it becomes aware of such cessation, (ii) the Issuer executes Company in its sole discretion, and delivers subject to the Trustee an Issuer Order stating procedures of the Depositary, determines that the Issuer elects such Global Security shall be so exchangeable, in which case Series A Senior Notes in definitive form will be printed and delivered to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to such Global Securitythe Series A Senior Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series A Senior Notes registered in such names as the Depositary shall direct. Redemption . The Series A Senior Notes it representsare redeemable, as provided in whole or in part, at any time and from time to time on or after the first Business Day after the date that is six months following the Original Issue Date, at the option of the Company, at a Redemption Price equal to 100% of the principal amount of the Series A Senior Notes then outstanding to be so redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. Unless the Company defaults in the Original Indenturepayment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Series A Senior Notes or portions thereof called for redemption. In the event of the redemption of the Series A Senior Notes in part only, a new Series A Senior Note or Notes for the unredeemed portion will be issued in the name or names of the Holders thereof upon surrender thereof. Notices of redemption shall be mailed, not less than twenty (20) nor more than sixty (60) days prior to the Redemption Date, by first-class mail to each Holder of Series A Senior Notes to be redeemed at its registered address, or delivered electronically to the e-mail address, if any, provided to the Security Registrar by the Holder for such purpose.

Appears in 1 contract

Samples: Fourteenth Supplemental Indenture (Dominion Energy Gas Holdings, LLC)

Global Securities. Each series of the The Series 2021B Notes shall initially will be issued in the form of one or more Global Securities registered in the name of a nominee of the DepositaryDepositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2021B Notes represented by such Global Security one or more Global Securities shall will not be exchangeable for, and shall will not otherwise be issuable as, Series 2021B Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2021B Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or any such its nominee or to a successor Depositary or a nominee its nominee. The rights of Holders of such successor Global Security shall be exercised only through the Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security representing the Notes of either series shall be exchangeable for Series 2021B Notes of such series registered in the names of Persons persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing Company that it is no longer willing unwilling or able unable to properly discharge its responsibilities continue as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Issuer Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Issuer executes and delivers to the Trustee an Issuer Order stating Company in its sole discretion determines that the Issuer elects to terminate the book-entry system through the Depositarysuch Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Securitythe Series 2021B Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2021B Notes registered in such names as the Notes it representsDepositary shall direct. Neither the Company, as provided the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Original Indenturea Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Southern Co

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