The depositary or depositaries for your securities will be named in your prospectus supplement; if none is named, the depositary will be DTC. The second type of change to the indenture and the debt securities is the kind that requires a vote in favor by holders of debt securities owning not less than a majority of the principal amount of the particular series affected. If there is a change in U. A copy of each indenture is an exhibit to our Registration Statement. If less than all of 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. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. A Registration Statement relating to these securities has been filed with the Securities and Exchange Commission.
The following documents with respect to us, filed with the various securities commissions or similar authorities in each of the Provinces of Canada, are specifically incorporated by reference in and form an integral part of this prospectus: Underwriters, dealers and agents that participate in the distribution of the securities may be underwriters as defined in the U. These forward-looking statements include, among others, statements with respect to our objectives for , our medium-term goals, and strategies to achieve those objectives and goals, as well as statements with respect to our beliefs, plans, objectives, expectations, anticipations, estimates and intentions. If the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security will be represented by a global security at all times unless and until the global security is terminated. Information about us can be located at our website at www.
Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear. Royal Bank of Canada may sell the securities to or through one or more underwriters, dealers or agents.
The trustee can enforce the rights of holders against us if we default on our obligations under the terms of the indenture or the debt securities. After that exchange, the choice of whether to hold the securities directly or in street name will be up to the investor. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their affair who are the beneficial owners.
The tables below set forth our consolidated ratios of earnings to fixed charges, calculated in accordance with Canadian GAAP and U. Any discounts or commissions that we pay them and any profit they receive when they resell the securities may be treated as underwriting discounts and commissions under that Act.
Before deciding whether to invest in any debt securities, you persknal consider carefully the risks described in the documents incorporated by reference in this prospectus including subsequently filed documents incorporated by reference and, if applicable, those described in a prospectus supplement relating to a specific offering of securities.
The subordinated debt securities issued under the subordinated debt indenture will be our direct unsecured obligations constituting subordinated indebtedness for the purpose of the Bank Act Canada and will therefore rank subordinate to our deposits. Prospective investors should be aware that such requirements are different from those of the United States. We may, however, issue a global security that represents multiple securities of the same kind, such as debt securities, that have different terms and are issued at different times.
Such amount in U. This type is limited to clarifications and certain other changes that would not adversely affect in any material respect holders of the debt securities. In fact, if one of the remaining events of default occurred such as a bankruptcy and the debt securities become immediately due and payable, there may be such a shortfall. Non-Controlling Interest in Subsidiaries. You could not look to us for repayment in the unlikely event of any shortfall.
However, a declaration of acceleration of maturity may be cancelled, but only before a judgment or decree based on the acceleration has been obtained, by the holders of at least a majority in principal amount of the debt securities of the affected series. That particular day, 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.
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We provide personal and commercial banking, wealth management, insurance, corporate and investment banking and transaction processing services on a global basis. The second type of change to the indenture and the debt securities is the kind that requires a vote in favor by holders of debt securities owning not less than a majority of the principal amount of the particular series affected. Thus, investors who wish to exercise sstatement that expire on a particular day may need to act before the expiration date.
Clearstream and Euroclear have respectively informed us that Clearstream and Euroclear each hold securities for their customers and facilitate the clearance and settlement of securities transactions by electronic book-entry transfer between their respective account holders.
Also, these conditions will apply only if we wish to merge or consolidate with another entity or sell substantially all of our assets to another entity. Unless otherwise noted in the applicable prospectus supplement, we will issue each security in book-entry form only.
The names of the underwriters, dealers or agents will be set forth in supplements to this prospectus. We refer to those who own beneficial interests in securities that are not registered in their own names as indirect owners of those securities. Modification and Waiver of the Debt Securities. At afairs time or times on or after the effective date of this Registration Statement as the Registrant shall determine.
We will provide the specific prices and other terms of these securities in supplements to this prospectus.
Insofar as indemnification for liabilities arising from the Securities Act may be permitted to directors, officers or persons controlling the Bank pursuant to the foregoing provisions, the Bank has been informed that in the opinion of the U. For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of the debt securities were accelerated to that date because of a default. S-form, deliveries, transfers, exchanges, notices and other matters relating to the securities made through Euroclear or Clearstream must comply with the rules and procedures of those systems.
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If the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security will be represented by a global security at all times unless and until the global security is terminated.
We may also make changes or obtain waivers that do not adversely affect in any material respect a particular debt security, even if they affect other debt securities.
A prospectus supplement may include a discussion of any risk factors or other special considerations applicable to those securities or to us. We may also choose to act as our own paying agent or choose one of our subsidiaries to do so. Neither ef-orm senior debt securities nor the subordinated debt securities will be secured by any of our property or assets or the property or assets of our subsidiaries.