Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Independent Investment Banker” means J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, or any of their respective successors, as designated by us, or if all of those firms are unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by us.
“Reference Treasury Dealer” means J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”) selected by MUFG Securities Americas Inc., Wells Fargo Securities, LLC, or each of their respective affiliates and successors, provided that if any of them ceases to be a Primary Treasury Dealer, we will substitute another Primary Treasury Dealer.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to an Independent Investment Banker at 3:30 p.m., New York City time, on the third business day preceding such redemption date.
“Treasury Rate” means, as of any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the second business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.
Book-Entry, Delivery and Form
The information in this section concerning DTC, Clearstream, Euroclear and their respective book-entry systems has been obtained from sources that Tampa Electric Company believes to be reliable, but Tampa Electric Company takes no responsibility for its accuracy.
The notes will be issued in global form. Each global note will be deposited on the date of the closing of the sale of the notes with, or on behalf of, DTC and registered in the name of Cede & Co., as DTC’s nominee, or such other nominee as may be requested by an authorized representative of DTC.
So long as DTC, or its nominee, is the registered owner of a global note, DTC or its nominee, as the case may be, will be considered the owner of such global note for all purposes under the indenture, including for any notices and voting. Except in limited circumstances, the owners of beneficial interests in a global security:
| • | | will not be entitled to have securities registered in their names, |
| • | | will not receive or be entitled to receive physical delivery of any such securities, and |
| • | | will not be considered the registered holder thereof under the indenture. |
Accordingly, each person holding a beneficial interest in a global note must rely on the procedures of DTC and, if such person is not a direct participant, on procedures of the direct participant through which such person holds its interest, to exercise any of the rights of a registered owner of such note.
Global notes may be exchanged in whole for certificated securities only if:
| • | | DTC notifies us that it is unwilling or unable to continue as depository for the global notes or the depository has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in either case, we fail to appoint a successor depository within 90 days; |
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