Common use of Temporary Debentures Clause in Contracts

Temporary Debentures. Pending the preparation of definitive Debentures of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and make available for delivery, temporary Debentures of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Debentures of such series in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Debentures or Coupons may determine, as evidenced by their execution of such Debentures or Coupons. In the case of Debentures of any series issuable as Bearer Debentures, such temporary Debentures may be in global form. A temporary Bearer Debenture shall be delivered only in compliance with the conditions set forth in Section 3.3. Except in the case of temporary Debentures in global form issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Regulation S thereunder (a "Regulation S Debenture")(which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Debentures of any series are issued, the Company will cause definitive Debentures of such series to be prepared without unreasonable delay. After the preparation of definitive Debentures of such series, the temporary Debentures of such series shall be exchangeable for definitive Debentures of such series upon surrender of the temporary Debentures of such series at the office or agency of the Company maintained pursuant to Section 10.2 in a Place of Payment for such series for the purpose of exchanges of Debentures of such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debentures of any series (accompanied by any unmatured Coupons appertaining thereto) the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a like aggregate principal amount of definitive Debentures of such series and of like tenor of authorized denominations; provided, however, that no definitive Bearer Debenture shall be delivered in exchange for a temporary Registered Debenture. If temporary Regulation S Debentures of any series are issued in global form, any such temporary global Regulation S Debenture shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euro-clear and Cedel S.A., for credit to the respective accounts of the beneficial owners of such Debentures (or to such other accounts as they may direct).

Appears in 2 contracts

Samples: Sun Healthcare Group Inc, Sun Healthcare Group Inc

AutoNDA by SimpleDocs

Temporary Debentures. Pending the preparation of definitive Definitive Debentures of any serieshereunder, the Company may execute, and upon Company Order the Trustee shall shall, at the expense of the Company, authenticate and make available for deliverydeliver, temporary Debentures of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive such Definitive Debentures of such series in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such temporary Debentures or Coupons may determine, as evidenced by their execution of such Debentures or Couponstemporary Debentures. In the case of Debentures of any series issuable as Bearer Debentures, such Every temporary Debentures may be in global form. A temporary Bearer Debenture shall be delivered only in compliance executed by the Company and authenticated by the Trustee and registered by the Registrar, upon the same conditions, and with the conditions set forth in Section 3.3like effect, as a Definitive Debenture. Except in the case of If temporary Debentures in global form issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Regulation S thereunder (a "Regulation S Debenture")(which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Debentures of any series are issued, the Company will cause definitive Definitive Debentures of such series to be prepared without unreasonable delay. After the preparation of definitive Debentures of such seriesDefinitive Debentures, the temporary Debentures of such series shall be exchangeable for definitive such Definitive Debentures of such series upon surrender of the temporary Debentures of such series at the office or agency of the Company maintained pursuant to Section 10.2 in a the Place of Payment for such series for the purpose of exchanges of Debentures of such seriesPayment, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debentures of any series (accompanied by any unmatured Coupons appertaining thereto) Debentures, the Company shall execute and the Trustee shall shall, at the expense of the Company, authenticate and make available for delivery deliver in exchange therefor one or more Definitive Debentures, of any authorized denominations and of a like aggregate principal amount of definitive Debentures of such series and of like tenor of authorized denominations; provided, however, that no definitive Bearer Debenture shall be delivered in exchange for a temporary Registered Debenturetenor. If temporary Regulation S Debentures of any series are issued in global form, any Until so exchanged such temporary global Regulation S Debenture shall, unless otherwise provided therein, Debentures shall in all respects be delivered entitled to the London office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euro-clear and Cedel S.A., for credit to the respective accounts of the beneficial owners of such Debentures (or to such other accounts same benefits under this Indenture as they may direct)Definitive Debentures.

Appears in 2 contracts

Samples: Indenture (Berkshire Hathaway Energy Co), Indenture (Midamerican Energy Holdings Co /New/)

Temporary Debentures. Pending the preparation of definitive Debentures of any series, the Company Corporation may execute, and upon Company Order Corporation Order, the Trustee shall authenticate and make available for deliverydeliver, temporary Debentures of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Debentures of such series in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Debentures or Coupons may determine, as evidenced by their execution of such Debentures or CouponsDebentures. In the case of Debentures of any series issuable as Bearer Debentures, such temporary Temporary Debentures may be in global formissued as Registered Debentures or Unregistered Debentures with or without Coupons attached. A temporary Bearer Debenture shall be delivered only in compliance with the conditions set forth in Section 3.3. Except in the case of If temporary Debentures in global form issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Regulation S thereunder (a "Regulation S Debenture")(which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Debentures of any series are issued, the Company Corporation will cause definitive Debentures of such series to be prepared without unreasonable delay. After the preparation of definitive Debentures of such seriesDebentures, the temporary Debentures of such series shall be exchangeable for definitive Debentures of such series upon surrender of the temporary Debentures of such series at the office or agency of the Company maintained pursuant to Section 10.2 in a Place of Payment Corporation specified for such series for the purpose of exchanges of Debentures of such seriespurpose, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debentures of any series (accompanied by any unmatured Coupons appertaining thereto) the Company Corporation shall execute and the Trustee shall authenticate and make available for delivery deliver in exchange therefor a like aggregate principal amount of definitive Debentures of such series and authorized denominations and, in the case of like tenor of authorized denominations; providedUnregistered Debentures, however, that no definitive Bearer Debenture shall be delivered in exchange for a temporary Registered Debenturehaving attached thereto any appropriate Coupons. If temporary Regulation S Debentures of any series are issued in global form, any such temporary global Regulation S Debenture shallUntil so exchanged, unless otherwise provided thereintherein or in a supplemental indenture relating thereto, the temporary Debentures shall in all respects be delivered entitled to the London office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euro-clear and Cedel S.A., for credit to the respective accounts of the beneficial owners of such Debentures (or to such other accounts same benefits under this Indenture as they may direct)definitive Debentures.

Appears in 1 contract

Samples: Satisfaction And (Alliedsignal Inc)

Temporary Debentures. Pending the preparation of definitive Debentures of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and make available for delivery, temporary Debentures of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Debentures of such series in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Debentures or Coupons may determine, as evidenced by their execution of such Debentures or Coupons. In the case of Debentures of any series issuable as Bearer Debentures, such temporary Debentures may be in global form. A temporary Bearer Debenture shall be delivered only in compliance with the conditions set forth in Section 3.3. Except in the case of temporary Debentures in global form issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Regulation S thereunder (a "Regulation S Debenture")(which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Debentures of any series are issued, the Company will cause definitive Debentures of such series to be prepared without unreasonable delay. After the preparation of definitive Debentures of such series, the temporary Debentures of such series shall be exchangeable for definitive Debentures of such series upon surrender of the temporary Debentures of such series at the office or agency of the Company maintained pursuant to Section 10.2 in a Place of Payment for such series for the purpose of exchanges of Debentures of such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debentures of any series (accompanied by any unmatured Coupons appertaining thereto) the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a like aggregate principal amount of definitive Debentures of such series and of like tenor of authorized denominations; provided, however, that no definitive Bearer Debenture shall be delivered in exchange for a temporary Registered Debenture. If temporary Regulation S Debentures of any series are issued in global form, any such temporary global Regulation S Debenture shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euro-clear and Cedel S.A., for credit to the respective accounts of the beneficial owners of such Debentures (or to such other accounts as they may direct).. Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Regulation S Debenture of any series (the "Exchange Date"), the Company shall deliver to the Trustee definitive Debentures of such series, in aggregate principal amount equal to the principal amount of such temporary global Regulation S Debenture, executed by the Company. On or after the Exchange Date such temporary global Regulation S Debenture shall be surrendered by the Common

Appears in 1 contract

Samples: Sun Healthcare Group Inc

Temporary Debentures. Pending the preparation of definitive Definitive Debentures of any series, the Company may execute, and upon receipt of a Company Order the Trustee shall authenticate and make available for delivery, temporary Debentures of such series which that are printed, lithographed, typewritten, mimeographed or otherwise producedreproduced, in any authorized denomination, substantially of the tenor of the definitive Definitive Debentures of such series in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Debentures or Coupons may determine, as conclusively evidenced by their execution of such Debentures or CouponsDebentures. In the case of Debentures of any series issuable as Bearer Debentures, such temporary Debentures may be in global form. A temporary Bearer Debenture shall be delivered only in compliance with the conditions set forth in Section 3.3. Except in the case of temporary Debentures in global form issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Regulation S thereunder (a "Regulation S Debenture")(which shall be exchanged in accordance with the provisions of the following paragraphs), if If temporary Debentures of any series are issued, the Company will shall cause definitive Definitive Debentures of such series to be prepared without unreasonable delay. The Definitive Debentures of such series shall be printed, lithographed or engraved, or provided by any combination thereof, or in any other manner permitted by the rules and regulations of any applicable securities exchange, all as determined by the officers executing such Definitive Debentures. After the preparation of definitive Definitive Debentures of such series, the temporary Debentures of such series shall be exchangeable for definitive Definitive Debentures of such series upon surrender of the such temporary Debentures of such series at the office or agency of maintained by the Company maintained for such purpose pursuant to Section 10.2 in a Place of Payment for such series for the purpose of exchanges of Debentures of such series3.02 hereof, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debentures of any series (accompanied by any unmatured Coupons appertaining thereto) series, the Company shall execute execute, and the Trustee shall authenticate and make available for delivery delivery, in exchange therefor a like the same aggregate principal amount of definitive Definitive Debentures of such series and of like tenor of authorized denominations; provided. Until so exchanged, however, that no definitive Bearer Debenture the temporary Debentures shall in all respects be delivered in exchange for a temporary Registered Debenture. If temporary Regulation S Debentures of any series are issued in global form, any such temporary global Regulation S Debenture shall, unless otherwise provided therein, be delivered entitled to the London office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euro-clear and Cedel S.A., for credit to the respective accounts of the beneficial owners of such Debentures (or to such other accounts same benefits under this Indenture as they may direct)Definitive Debentures.

Appears in 1 contract

Samples: Fw Preferred Capital Trust I

AutoNDA by SimpleDocs

Temporary Debentures. Pending the preparation of definitive Definitive Debentures of any seriesor Global Debentures hereunder, the Company may execute, and upon Company Order the Trustee shall shall, at the expense of the Company, authenticate and make available for deliverydeliver, temporary Debentures of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive such Definitive Debentures of such series or Global Debentures in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such temporary Debentures or Coupons may determine, as evidenced by their execution of such Debentures or Couponstemporary Debentures. In the case of Debentures of any series issuable as Bearer Debentures, such Every temporary Debentures may be in global form. A temporary Bearer Debenture shall be delivered only in compliance executed by the Company and authenticated by the Trustee and registered by the Registrar, upon the same conditions, and with the conditions set forth in Section 3.3like effect, as a Definitive Debenture or a Global Debenture. Except in the case of If temporary Debentures in global form issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Regulation S thereunder (a "Regulation S Debenture")(which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Debentures of any series are issued, the Company will cause definitive Definitive Debentures of such series or Global Debentures, as the case may be, to be prepared without unreasonable delay. After the preparation of definitive such Definitive Debentures of such seriesor Global Debentures, the temporary Debentures of such series shall be exchangeable for definitive such Definitive Debentures of such series or Global Debentures upon surrender of the temporary Debentures of such series at the office or agency of the Company maintained pursuant to Section 10.2 in a the Place of Payment for such series for the purpose of exchanges of Debentures of such seriesPayment, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debentures of any series (accompanied by any unmatured Coupons appertaining thereto) Debentures, the Company shall execute and the Trustee shall shall, at the expense of the Company, authenticate and make available for delivery deliver in exchange therefor one or more Definitive Debentures or Global Debentures, of any authorized denominations and of a like aggregate principal amount of definitive Debentures of such series and of like tenor of authorized denominations; provided, however, that no definitive Bearer Debenture shall be delivered in exchange for a temporary Registered Debenturetenor. If temporary Regulation S Debentures of any series are issued in global form, any Until so exchanged such temporary global Regulation S Debenture shall, unless otherwise provided therein, Debentures shall in all respects be delivered entitled to the London office of a depositary same benefits under this Indenture as Definitive Debentures or common depositary (the "Common Depositary"), for the benefit of Euro-clear and Cedel S.A., for credit to the respective accounts of the beneficial owners of such Debentures (or to such other accounts as they may direct)Global Debentures.

Appears in 1 contract

Samples: NVP Capital Iii

Temporary Debentures. Pending the preparation of definitive Debentures of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and make available for delivery, temporary Debentures of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Debentures of such series in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Debentures or Coupons may determine, as evidenced by their execution of such Debentures or Coupons. In the case of Debentures of any series issuable as Bearer Debentures, such temporary Debentures may be in global form. A temporary Bearer Debenture shall be delivered only in compliance with the conditions set forth in Section 3.3. Except in the case of temporary Debentures in global form issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Regulation S thereunder (a "Regulation S Debenture")(which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Debentures of any series are issued, the Company will cause definitive Debentures of such series to be prepared without unreasonable delay. After the preparation of definitive Debentures of such series, the temporary Debentures of such series shall be exchangeable for definitive Debentures of such series upon surrender of the temporary Debentures of such series at the office or agency of the Company maintained pursuant to Section 10.2 in a Place of Payment for such series for the purpose of exchanges ex- changes of Debentures of such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debentures of any series (accompanied accompa- xxxx by any unmatured Coupons appertaining thereto) the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a like aggregate principal amount of definitive Debentures of such series and of like tenor of authorized denominations; provided, however, that no definitive Bearer Debenture shall be delivered in exchange for a temporary Registered Debenture. If temporary Regulation S Debentures of any series are issued in global form, any such temporary global Regulation S Debenture shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euro-clear and Cedel S.A., for credit to the respective accounts of the beneficial owners of such Debentures (or to such other accounts as they may direct).. Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Regulation S Debenture of any series (the "Exchange Date"), the Company shall deliver to the Trustee definitive Debentures of such series, in aggregate principal amount equal to the principal amount of such temporary global Regulation S Debenture, executed by the Company. On or after the Exchange Date such temporary global Regulation S Debenture shall be surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Debentures of such series without charge and the Trustee shall authenticate and make available for delivery, in exchange for each portion of such temporary global Regulation S Debenture, a like aggregate principal amount of definitive Debentures of such series of authorized denominations and of like tenor as the portion of such temporary global Regulation S Debenture to be exchanged; provided, however, that, unless otherwise specified in such temporary global Regulation S Debenture, upon such presentation by the Common Depositary, such temporary global Regulation S Debenture is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euro-clear as to the portion of such temporary global Regulation S Debenture held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Cedel S.A. as to the portion of such temporary global Regulation S Debenture held for its account then to be exchanged, each in the form or in such form as shall be specified in such Regulation S Debenture. The definitive Debentures of such series to be delivered in exchange for any such temporary global Regulation S Debenture shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 3.1, and,

Appears in 1 contract

Samples: Calenergy Capital Trust Vi

Time is Money Join Law Insider Premium to draft better contracts faster.