Common use of Registration of Transfer and Exchange of Capital Securities Certificates; Restricted Capital Securities Legends Clause in Contracts

Registration of Transfer and Exchange of Capital Securities Certificates; Restricted Capital Securities Legends. (a) The Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.9, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "Securities Register") in which, the registrar designated by the Property Trustee (the "Securities Registrar") with the reasonable consent of the Administrators, subject to such reasonable regulations as it may prescribe, shall provide for the registration of Capital Securities Certificates and Common Securities Certificates (subject to Section 5.11 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Capital Securities Certificates as herein provided. The Bank shall be the initial Securities Registrar. Upon surrender for registration of transfer of any Capital Securities Certificate at the office or agency maintained pursuant to Section 5.9, the Administrators or any one of them shall execute and deliver to the Property Trustee for further delivery, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrator. The Securities Registrar shall not be required to (a) issue, register the transfer of or exchange any Capital Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption or (b) to transfer or exchange any Capital Securities so selected for redemption in whole or in part, except, in the case of any Capital Securities to be redeemed in part, any portion thereof not to be redeemed. At the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.9. Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Property Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Securities Registrar, for so long as the Bank shall act as Securities Registrar. Whenever this document makes reference to the execution of Trust Securities Certificates, such reference to execution shall mean manual execution or, in the alternative, execution by facsimile signature by an Administrator, and, in the case of Capital Securities, authentication by the Property Trustee. Capital Securities Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper Administrators of the Trust shall bind the Trust, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Capital Securities Certificates or did not hold such offices at the date of such Capital Securities Certificates. Each Capital Securities Certificate that is executed by facsimile and authenticated by the Property Trustee shall be dated the date of its authentication. No Capital Securities Certificate that is executed and authenticated by the Property Trustee shall be entitled to any benefit under this Trust Agreement or be valid or obligatory for any purpose, unless there appears on such Capital Securities Certificate a certificate of authentication substantially in the form provided for in the form attached as Exhibit E-2 executed by the Property Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Capital Securities Certificate shall be conclusive evidence, and the only evidence, that such Capital Securities Certificate has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Agreement (Usf&g Corp)

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Registration of Transfer and Exchange of Capital Securities Certificates; Restricted Capital Securities Legends. (a) The Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.9, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "Securities Register") in which, which the registrar designated by the Property Trustee (the "Securities Registrar") ), with the reasonable consent of the AdministratorsAdministrative Trustees, subject to such reasonable regulations as it may prescribe, shall provide for the registration of Capital Securities Certificates and Common Securities Certificates and (subject to Section 5.11 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Capital Securities Certificates as herein provided. The Bank shall be the initial Securities Registrar. Upon surrender for registration of transfer of any Capital Securities Certificate at the office or agency maintained pursuant to Section 5.9, the Administrators Administrative Trustees or any one of them shall execute and deliver to the Property Trustee for further delivery, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount dated the date of execution by such AdministratorAdministrative Trustee. The Securities Registrar shall not be required to (a) issue, register the transfer of or exchange any Capital Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption or (b) to transfer or exchange any Capital Securities so selected that have been called for redemption in whole or in part, except, in the case of any Capital Securities to be redeemed in part, any portion thereof not to be redeemedredemption. At the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.9. Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Property Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Securities Registrar, for so long as the Bank shall act as Securities Registrar. Whenever this document makes reference to the execution of Trust Securities Certificates, such reference to execution shall mean manual execution or, in the alternative, execution by facsimile signature by an Administrator, and, in the case of Capital Securities, Administrative Trustee and authentication by the Property Trustee. Capital Securities Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper Administrators Administrative Trustees of the Trust shall bind the Trust, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Capital Securities Certificates or did not hold such offices at the date of such Capital Securities Certificates. Each Capital Securities Certificate that is executed by facsimile and authenticated by the Property Trustee shall be dated the date of its authentication. No Capital Securities Certificate that is executed by facsimile and authenticated by the Property Trustee shall be entitled to any benefit under this Trust Agreement or be valid or obligatory for any purpose, unless there appears on such Capital Securities Certificate a certificate of authentication substantially in the form provided for in the form attached as Exhibit E-2 executed by the Property Trustee by the manual signature of one of its authorized signatoriesofficers, and such certificate upon any Capital Securities Certificate shall be conclusive evidence, and the only evidence, that such Capital Securities Certificate has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Trust Agreement (Pmi Group Inc)

Registration of Transfer and Exchange of Capital Securities Certificates; Restricted Capital Securities Legends. (a) The Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.9, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Trust Securities Certificates (the "Securities Register") in which, which the registrar designated by and transfer agent with respect to the Property Trustee Trust Securities (the "Securities Registrar") with the reasonable consent of the Administrators), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Capital Securities Certificates and Common Securities Certificates (subject to Section 5.11 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Capital Securities Certificates as herein provided. The Bank Person acting as the Property Trustee shall at all times also be the initial Securities Registrar. Upon surrender for registration of transfer of any Capital Securities Certificate at the office or agency maintained pursuant to Section 5.9, the Administrators or any one of them shall execute and deliver to the Property Trustee, and the Property Trustee for further deliveryshall deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrator; provided that no Holder may transfer any Capital Security if giving effect to such transfer would cause any Holder to hold less than $100,000 aggregate Liquidation Amount of Capital Securities. Any purported transfer prohibited by the preceding proviso shall be null and void and of no force or effect and the purported transferee of the affected Capital Securities shall be deemed to have no interest whatsoever in such Capital Securities. The Securities Registrar shall not be required required, (i) to (a) issue, register the transfer of or exchange any Capital Securities Security during a period beginning at the opening of business 15 days before the day of selection for redemption of such Capital Securities pursuant to Article IV and ending at the close of business on the day of mailing of a the notice of redemption redemption, or (bii) to register the transfer of or exchange any Capital Securities Security so selected for redemption in whole or in part, except, in the case of any such Capital Securities Security to be redeemed in part, any portion thereof not to be redeemed. At the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.9. Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Securities Registrar duly executed by the Holder or his its attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Property Trustee in accordance with its such Person's customary practice. No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Securities Registrar, for so long as the Bank shall act as Securities Registrar. Whenever this document makes reference to the execution of Trust Securities Certificates, such reference to execution shall mean manual execution or, in the alternative, execution by facsimile signature by an Administrator, and, in the case of Capital Securities, authentication by the Property Trustee. Capital Securities Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper Administrators of the Trust shall bind the Trust, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Capital Securities Certificates or did not hold such offices at the date of such Capital Securities Certificates. Each Capital Securities Certificate that is executed by facsimile and authenticated by the Property Trustee shall be dated the date of its authentication. No Capital Securities Certificate that is executed and authenticated by the Property Trustee shall be entitled to any benefit under this Trust Agreement or be valid or obligatory for any purpose, unless there appears on such Capital Securities Certificate a certificate of authentication substantially in the form provided for in the form attached as Exhibit E-2 executed by the Property Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Capital Securities Certificate shall be conclusive evidence, and the only evidence, that such Capital Securities Certificate has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Trust Agreement (State Street Boston Corp)

Registration of Transfer and Exchange of Capital Securities Certificates; Restricted Capital Securities Legends. (a) The Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.9, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "Securities Register") in which, the registrar designated by the Property Trustee (the "Securities Registrar") with the reasonable consent of the Administrators, subject to such reasonable regulations as it may prescribe, shall provide for the registration of Capital Securities Certificates and Common Securities Certificates (subject to Section 5.11 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Capital Securities Certificates as herein provided. The Bank shall be the initial Securities Registrar. Upon surrender for registration of transfer of any Capital Securities Certificate at the office or agency maintained pursuant to Section 5.9, the Administrators or any one of them shall execute and deliver to the Property Trustee for further delivery, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrator. The Securities Registrar shall not be required to (a) issue, register the transfer of or exchange any Capital Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption or (b) to transfer or exchange any Capital Securities so selected for redemption in whole or in part, except, in the case of any Capital Securities to be redeemed in part, any portion thereof not to be redeemed. At the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.9. Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Property Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Securities Registrar, for so long as the Bank shall act as Securities Registrar. Whenever this document makes reference to the execution of Trust Securities Certificates, such reference to execution shall mean manual execution or, in the alternative, execution by facsimile signature by an Administrator, and, in the case of Capital Securities, authentication by the Property Trustee. Capital Securities Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper Administrators of the Trust shall bind the Trust, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Capital Securities Certificates or did not hold such offices at the date of such Capital Securities Certificates. Each Capital Securities Certificate that is executed by facsimile and authenticated by the Property Trustee shall be dated the date of its authentication. No Capital Securities Certificate that is executed and authenticated by the Property Trustee shall be entitled to any benefit under this Trust Agreement or be valid or obligatory for any purpose, unless there appears on such Capital Securities Certificate a certificate of authentication substantially in the form provided for in the form attached as Exhibit E-2 executed by the Property Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Capital Securities Certificate shall be conclusive evidence, and the only evidence, that such Capital Securities Certificate has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Trust Agreement (Usf&g Corp)

Registration of Transfer and Exchange of Capital Securities Certificates; Restricted Capital Securities Legends. (a) The Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.9, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Trust Securities Certificates (the "Securities Register") in which, which the registrar designated by and transfer agent with respect to the Property Trustee Trust Securities (the "Securities Registrar") with the reasonable consent of the Administrators), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Capital Securities Certificates and Common Securities Certificates (subject to Section 5.11 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Capital Securities Certificates as herein provided. The Bank Person acting as the Property Trustee shall at all times also be the initial Securities Registrar. Upon surrender for registration of transfer of any Capital Securities Certificate at the office or agency maintained pursuant to Section 5.9, the Administrators Administrative Trustees or any one of them shall execute and deliver to the Property Trustee, and the Property Trustee for further deliveryshall deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such AdministratorAdministrative Trustee; provided that no Holder may transfer any Capital Security if giving effect to such transfer would cause any Holder to hold less than $100,000 aggregate Liquidation Amount of Capital Securities. Any purported transfer prohibited by the preceding proviso shall be null and void and of no force or effect and the purported transferee of the affected Capital Securities shall be deemed to have no interest whatsoever in such Capital Securities. The Securities Registrar shall not be required required, (i) to (a) issue, register the transfer of or exchange any Capital Securities Security during a period beginning at the opening of business 15 days before the day of selection for redemption of such Capital Securities pursuant to Article IV and ending at the close of business on the day of mailing of a the notice of redemption redemption, or (bii) to register the transfer of or exchange any Capital Securities Security so selected for redemption in whole or in part, except, in the case of any such Capital Securities Security to be redeemed in part, any portion thereof not to be redeemed. At the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.9. Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Securities Registrar duly executed by the Holder or his its attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Property Trustee in accordance with its such Person's customary practice. No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Securities Registrar, for so long as the Bank shall act as Securities Registrar. Whenever this document makes reference to the execution of Trust Securities Certificates, such reference to execution shall mean manual execution or, in the alternative, execution by facsimile signature by an Administrator, and, in the case of Capital Securities, authentication by the Property Trustee. Capital Securities Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper Administrators of the Trust shall bind the Trust, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Capital Securities Certificates or did not hold such offices at the date of such Capital Securities Certificates. Each Capital Securities Certificate that is executed by facsimile and authenticated by the Property Trustee shall be dated the date of its authentication. No Capital Securities Certificate that is executed and authenticated by the Property Trustee shall be entitled to any benefit under this Trust Agreement or be valid or obligatory for any purpose, unless there appears on such Capital Securities Certificate a certificate of authentication substantially in the form provided for in the form attached as Exhibit E-2 executed by the Property Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Capital Securities Certificate shall be conclusive evidence, and the only evidence, that such Capital Securities Certificate has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Trust Agreement (Cullen Frost Capital Trust I)

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Registration of Transfer and Exchange of Capital Securities Certificates; Restricted Capital Securities Legends. (a) The Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.9, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "Securities Register") in which, which the registrar designated by the Property Trustee (the "Securities Registrar") ), with the reasonable consent of the Administrators, subject to such reasonable regulations as it may prescribe, shall provide for the registration of Capital Securities Certificates and Common Securities Certificates (subject to Section 5.11 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Capital Securities Certificates as herein provided. The Bank shall be the initial Securities Registrar. Upon surrender for registration of transfer of any Capital Securities Certificate at the office or agency maintained pursuant to Section 5.9, the Administrators or any one of them shall execute and deliver to the Property Trustee for further delivery, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrator. The Securities Registrar shall not be required (i) to (a) issue, register the transfer of or exchange any Capital Securities Security during a period beginning at the opening of business 15 days before the day of selection for redemption of such Capital Securities pursuant to Article IV and ending on the close of business on the day of mailing of a the notice of redemption or (bii) to register the transfer or exchange of any Capital Securities so selected that have been called for redemption in whole or in part, except, except in the case of any Capital Securities Security to be redeemed in part, any portion thereof not to be redeemed. At the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.9. Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Property Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Securities Registrar, for so long as the Bank shall act as Securities Registrar. Whenever this document makes reference to the execution of Trust Securities Certificates, such reference to execution shall mean manual execution or, in the alternative, execution by facsimile signature by an Administrator, and, in the case of Capital Securities, Administrator and authentication by the Property Trustee. Capital Securities Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper Administrators of the Trust shall bind the Trust, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Capital Securities Certificates or did not hold such offices at the date of such Capital Securities Certificates. Each Capital Securities Certificate that is executed by facsimile and authenticated by the Property Trustee shall be dated the date of its authentication. No Capital Securities Certificate that is executed by facsimile and authenticated by the Property Trustee shall be entitled to any benefit under this Trust Agreement or be valid or obligatory for any purpose, unless there appears on such Capital Securities Certificate a certificate of authentication substantially in the form provided for in the form attached as Exhibit E-2 executed by the Property Trustee by the manual signature of one of its authorized signatoriesofficers, and such certificate upon any Capital Securities Certificate shall be conclusive evidence, and the only evidence, that such Capital Securities Certificate has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Trust Agreement (Providian Financial Corp)

Registration of Transfer and Exchange of Capital Securities Certificates; Restricted Capital Securities Legends. (a) The Property Trustee Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.9, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Trust Securities Certificates (the "Securities Register") in which, which the registrar designated by and transfer agent with respect to the Property Trustee Trust Securities (the "Securities RegistrarSECURITIES REGISTRAR") with the reasonable consent of the Administrators), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Capital Securities Certificates and Common Securities Certificates (subject to Section 5.11 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Capital Securities Certificates as herein provided. The Bank Person acting as the Property Trustee shall at all times also be the initial Securities Registrar. Upon surrender for registration of transfer of any Capital Securities Certificate at the office or agency maintained pursuant to Section 5.9, the Administrators Administrative Trustees or any one of them shall execute and deliver to the Property Trustee for further deliverydeliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such AdministratorAdministrative Trustee or Trustees; PROVIDED that no Holder may transfer any Capital Security if giving effect to such transfer would cause any Holder to hold less than $250,000 aggregate Liquidation Amount of Capital Securities. Any purported transfer prohibited by the preceding proviso shall be null and void and of no force or effect and the purported transferee of the affected Capital Securities shall be deemed to have no interest whatsoever in such Capital Securities. The Securities Registrar shall not be required required, (i) to (a) issue, register the transfer of or exchange any Capital Securities Security during a period beginning at the opening of business 15 days before the day of selection for redemption of such Capital Securities pursuant to Article IV and ending at the close of business on the day of mailing of a the notice of redemption redemption, or (bii) to register the transfer of or exchange any Capital Securities Security so selected for redemption in whole or in part, except, in the case of any such Capital Securities Security to be redeemed in part, any portion thereof not to be redeemed. At the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.9. Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his its attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Property an Administrative Trustee in accordance with its such Person's customary practice. No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Securities Registrar, for so long as the Bank shall act as Securities Registrar. Whenever this document makes reference to the execution of Trust Securities Certificates, such reference to execution shall mean manual execution or, in the alternative, execution by facsimile signature by an Administrator, and, in the case of Capital Securities, authentication by the Property Trustee. Capital Securities Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper Administrators of the Trust shall bind the Trust, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Capital Securities Certificates or did not hold such offices at the date of such Capital Securities Certificates. Each Capital Securities Certificate that is executed by facsimile and authenticated by the Property Trustee shall be dated the date of its authentication. No Capital Securities Certificate that is executed and authenticated by the Property Trustee shall be entitled to any benefit under this Trust Agreement or be valid or obligatory for any purpose, unless there appears on such Capital Securities Certificate a certificate of authentication substantially in the form provided for in the form attached as Exhibit E-2 executed by the Property Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Capital Securities Certificate shall be conclusive evidence, and the only evidence, that such Capital Securities Certificate has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Trust Agreement (Zions Institutional Capital Trust A)

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