Common use of Definitive Securities Clause in Contracts

Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act and, in either case, a successor depositary is not appointed by the Company within 120 days of such notice or after the Company becomes aware of such cessation, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

Appears in 4 contracts

Samples: Indenture (TRW Automotive Inc), Indenture (TRW Automotive Inc), Indenture (TRW Automotive Inc)

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Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary Depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act Act, and, in either case, a successor depositary is not appointed by the Company within 120 90 days of such notice or after the Company becomes aware of such cessationevent, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

Appears in 4 contracts

Samples: Indenture (Freeport McMoran Copper & Gold Inc), Indenture (NCR Corp), Indenture (NCR Corp)

Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary Depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act andAct, in either case, and a successor depositary is not appointed by the Company within 120 90 days of such notice or after the Company becomes become aware of such cessation, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture has occurred and is continuing or (iii) the Company, in its sole discretion, notifies notify the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

Appears in 4 contracts

Samples: Indenture (United Rentals Inc /De), Indenture (United Rentals Inc /De), United Rentals Inc /De

Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company Issuer that it is unwilling or unable to continue as a depositary Depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act andAct, in either case, and a successor depositary is not appointed by the Company Issuer within 120 90 days of such notice or after the Company Issuer becomes aware of such cessation, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture has occurred and is continuing or (iii) the CompanyIssuer, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

Appears in 4 contracts

Samples: Indenture (Scientific Games Corp), Indenture (Scientific Games Corp), Indenture (Scientific Games Corp)

Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company Issuers that it is unwilling or unable to continue as a depositary Depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act andAct, in either case, and a successor depositary is not appointed by the Company Issuers within 120 90 days of such notice or after the Company becomes Issuers become aware of such cessation, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture has occurred and is continuing or (iii) the CompanyIssuers, in its their sole discretion, notifies notify the Trustee in writing that it elects they elect to cause the issuance of certificated Securities under this Indenture.

Appears in 4 contracts

Samples: Supplemental Indenture (Dex Media Inc), Supplemental Indenture (Dex Media International Inc), Dex Media West LLC

Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer or Private Exchange shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company Issuer that it is unwilling or unable to continue as a depositary Depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act andAct, in either case, and a successor depositary is not appointed by the Company Issuer within 120 90 days of such notice or after the Company Issuer becomes aware of such cessation, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture has occurred and is continuing or (iii) the CompanyIssuer, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

Appears in 2 contracts

Samples: Indenture (Millennium Chemicals Inc), Seagate Technology Malaysia Holding Co Cayman Islands

Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary Depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act Act, and, in either case, a successor depositary is not appointed by the Company within 120 90 days of such notice or after the Company becomes aware of such cessationevent, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this the Indenture.

Appears in 2 contracts

Samples: Indenture (Murphy USA Inc.), Indenture (Murphy USA Inc.)

Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary for such Global Security Security, or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act and, in either case, a successor depositary is not appointed by the Company within 120 days of such notice or after the Company becomes aware of such cessation, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

Appears in 2 contracts

Samples: Indenture (TRW Automotive Inc), Indenture (TRW Automotive Inc)

Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary Depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act andAct, in either case, and a successor depositary is not appointed by the Company within 120 90 days of such notice or after the Company becomes aware of such cessation, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

Appears in 2 contracts

Samples: Supplemental Indenture (Land O Lakes Inc), Land O Lakes Inc

Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary Depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act andAct, in either case, and a successor depositary is not appointed by the Company within 120 90 days of such notice or after the Company becomes aware of such cessation, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

Appears in 1 contract

Samples: Indenture (Scientific Games Corp)

Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary Depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act Act, and, in either case, a successor depositary is not appointed by the Company within 120 days of such notice or after the Company becomes aware of such cessationevent, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

Appears in 1 contract

Samples: Indenture (Beacon Roofing Supply Inc)

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Definitive Securities. (a) A Global Security deposited with the Depositary U.S. Depository or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer 2.2 shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 2.5 and (i) the Depositary Company notifies the Company Trustee in writing that it the U.S. Depository is unwilling no longer willing or unable able to continue act as a depositary for such Global Security the Securities or if at any time the U.S. Depositary ceases to be a "clearing agency" registered under the Exchange Act andAct, in either case, and a successor depositary is not appointed by the Company within 120 90 days of such notice or after the Company becomes aware of such cessation, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture or (iii) the Company, in at its sole discretionoption, notifies the Trustee in writing that it elects to cause the issuance of certificated Definitive Securities under this the Indenture, or (iii) upon the occurrence and continuation of an Event of Default.

Appears in 1 contract

Samples: Delhaize America Inc

Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary Depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act Act, and, in either case, a successor depositary is not appointed by the Company within 120 90 days of such notice or after the Company becomes aware of such cessationevent, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

Appears in 1 contract

Samples: Neustar (Neustar Inc)

Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer or Private Exchange shall be transferred to the beneficial owners owner thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary Depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act andAct, in either case, and a successor depositary is not appointed by the Company within 120 90 days of such notice or after the Company becomes aware of such cessation, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

Appears in 1 contract

Samples: Kansas City Southern

Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners Beneficial Owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary Depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act andAct, in either case, and a successor depositary is not appointed by the Company within 120 90 days of such notice or after the Company becomes aware of such cessation, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

Appears in 1 contract

Samples: Supplemental Indenture (Sea Coast Foods, Inc.)

Definitive Securities. (a) A Global Security deposited with the ---------------------- Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered an Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary Depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act andAct, in either case, and a successor depositary is not appointed by the Company within 120 90 days of such notice or after the Company becomes aware of such cessation, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

Appears in 1 contract

Samples: Advance Auto Parts Inc

Definitive Securities. (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary Depositary for such Global Security or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act andAct, in either case, and a successor depositary is not appointed by the Company within 120 90 days of such notice or after the Company becomes aware of such cessation, or (ii) the Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered through the Depositary, in either case, following an Event of Default under this Indenture has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

Appears in 1 contract

Samples: Indenture (Scientific Games Corp)

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