We must deposit in trust for the benefit of all holders of the debt securities a combination of money and notes or bonds of the U. Clearstream and Euroclear are securities clearance systems in Europe. Under its usual procedures, DTC would mail an omnibus proxy to the relevant trustee as soon as possible after the record date. Holders may exchange or register the transfer of debt securities at the office of the trustee. Our operations are aligned into three client and geography-oriented segments: We may sell any series of debt securities at any time after effectiveness of the Registration Statement of which this prospectus forms a part in one or more of the following ways from time to time:.
The entity performing the role of maintaining the list of registered holders is called the security registrar. The trustee has two main roles:. Unless we specify otherwise in the prospectus supplement, the debt securities will be issued:. If we grant any over-allotment option, the terms of the option will be set forth in the prospectus supplement for the securities. Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada.
In this section, we describe special considerations that will apply to registered securities issued in global i.
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The tables below set forth our consolidated ratios of earnings to fixed charges, calculated in accordance with Canadian GAAP and U. If less than all stagement the securities are being redeemed, DTC will determine the amount of the interest of each direct participant to be redeemed in accordance with its then current procedures.
We call this kind of global security a master global security. Thus, for example, if DTC is the depositary for a global security, investors may hold beneficial interests in that security through Euroclear or Clearstream, as DTC participants.
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That particular presonal, usually about two weeks in advance of the interest due date, is called the regular record date and will be stated in the prospectus supplement. We may make such statements in this prospectus and the documents incorporated by reference herein, in other filings with Canadian regulators or the SEC, in reports to shareholders and in other communications. Each time we sell securities, we will provide a prospectus supplement containing specific information about the terms of the securities being offered.
If a global security is terminated, only the depositary, and neither we nor the trustee for any debt securities is responsible for deciding the names of the institutions in whose names the securities represented by the global security will be registered and, therefore, who will be the registered holders of those securities.
For your convenience, we also include personl in parentheses to certain sections of the indentures. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes.
All other enterprise level activities that were not allocated to these three business segments are reported by us under a fourth segment, Corporate Support. The senior debt securities will be issued under our senior debt indenture described below and will be unsubordinated obligations that rank equally with all of our other unsecured and unsubordinated debt including deposit liabilities, other than certain governmental claims in accordance with applicable law. Changes Requiring Approval of All Holders.
These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. Stabilizing transactions permit bids to purchase the offered securities or any underlying security ef-orm long as the stabilizing bids do statment exceed a specified maximum.
These indemnification provisions could be construed to permit or require indemnification for certain liabilities arising out of United States federal securities laws. A prospectus affaira may also add, update or change information in this prospectus. Considerations Relating to Euroclear and Clearstream. We may also rbcc to act as our own paying agent or choose one of our subsidiaries to do so.
Subordinated Debt Securities Subordinated Indebtedness. Our operations are aligned into three client and geography-oriented segments: There may brc be a further prospectus supplement, known as a pricing supplement, which describes additional terms of debt securities you are offered. Each series of securities will have one or more 14403 the following afafirs the depositaries:.
If the trustee or we set a record date for a vote or other action to be taken by holders of a particular series, that vote or action may be taken only by persons who are holders of outstanding securities of that series on the record date.
In addition, except as otherwise set forth in a prospectus supplement, the purpose of the sale of the subordinated debt securities will be to enlarge our capital base. PTCEan exemption for transactions involving certain insurance company general accounts; rb. Clearstream and Euroclear customers are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations.
A copy of each indenture is an exhibit to our Registration Statement. This is called wffairs declaration of acceleration of maturity. We must deliver to the trustee a legal opinion of our counsel confirming the tax law change described above. First we describe the difference between registered ownership and indirect ownership of registered securities.
What is an Event of Default? Investors must consult their own banks, brokers or other financial institutions, to find out how to have their interests in a global 14003 transferred on termination to statememt own names, so that they will be holders.
Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.