96-081 Ordinance - Laserfiche WebLink

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. . . . .........? ,..,, ??,... .1 ........... . . . . . . -4- "Participant" means any participant contracting with a Depository under a book entry system and includes security brokers and dealers, banks and trust companies, and clearing corporations. The Notes may be issued to a Depository for use in a book entry system and, if and as long as a book entry system is utilized, (i) the Notes may be issued in the form of a single, fully registered Note and registered in the name of the Depository or its nominee, as registered owner, and immobilized in the custody of the Depository or its agent; (ii) the book entry interest owners shall have no right to receive Notes in the form of physical securities or certificates; (iii) ownership of book entry interests shall be shown by book entry on the system maintained and operated by the Depository and its Participants, and transfers of the ownership of book entry interests shall be made only by book entry by the Depository and its Participants; and (iv) the Notes as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the City. If any Depository determines not to continue to act as a Depository for the Notes for use in a book entry system, the Director of Finance may attempt to establish a securities depository/book entry relationship with another qualified Depository. If the Director of Finance does not or is unable to do so, the Director of Finance, after making provision for notification of the book entry interest owners by the then Depository and any other arrangements deemed necessary, shall permit withdrawal of the Notes from the Depository, and authenticate and deliver note certificates in registered form to the assigns of the Depository or its nominee, all at the cost and expense (including any costs of printing), if the event is not the result of City action or inaction, of those persons requesting such issuance. The Director of Finance is also hereby authorized and directed to the extent necessary or required to enter into any agreements determined necessary in connection with the book entry system for the Notes, after determining that the signing thereof will not endanger the funds or securities of the Ciry and after the approval of the form of any such agreement by the Director of Law. Section 7. (a) The Notes shall be sold by the Director of Finance at private sale to NatCity Investments, Inc., Cleveland, Ohio (the Original Purchaser) at not less than 97% of the aggregate principal amount thereof plus accrued interest in accordance with law and the provisions of this ordmance. The Director of Finance shall sign the Certificate of Award referred to in Section 3 evidencing that sale, cause the Notes to be prepared, and have the Notes signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Notes if requested by the Original Purchaser, to the Original Purchaser upon payment of the purchase price. The Mayor, the Director of Finance, the Director of Law, the Clerk of Council and other City officials, as appropriate, are each authorized and directed to sign any transcript certificates, financial statements and other documents and instruments and to take such actions as are necessary or appropriate to consummate the transactions contemplated by this ordinance. The Director of Finance is authorized, if he determines it to be in the best interest of the City, to combine the issue of Notes with one or more other note issues of the City into a consolidated note issue pursuant to Section 133.30(B) of the Revised Code. (b) The Mayor and the Director of Finance, on behalf of the City and in their official capacities, are authorized and directed to (i) prepare or cause to be prepared, and make or authorize modifications, completions or changes of or supplements to, a disclosure document in the form of an official statement (including an annual information statement) relating to the original issuance of the Notes, (ii) determine, and to certify or otherwise represent, when such an official statement is to be "deemed final" (except for permitted omissions) by the City as of D03: [00523. DOCS.NOR05225]NOTE_ORD_STORM_SWRII_$670.