After that two-year period, holders may look to us for payment and not to the trustee or any other paying agent. All dollar amounts referred to in this prospectus are in Canadian dollars unless otherwise specifically expressed. Distribution payments on the securities will be made by the relevant trustee to DTC. The merger, amalgamation, consolidation, other combination, sale or lease of assets must not cause a default on the debt securities. The trustee has two main roles:. Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies. Reference to the indenture or the trustee, with respect to any debt securities, means the indenture under which those debt securities are issued and the trustee under that indenture.
The prospectus supplement relating to a series of debt securities will describe the following terms of the series:. However, we may not take any of these actions unless all the following conditions are met:. Then we describe special provisions that apply to global securities. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the information in the prospectus supplement. In connection with the offering of securities, we may grant to the underwriters an option to purchase additional securities to cover over-allotments, if any, at the initial public offering price with an additional underwriting commission , as may be set forth in the prospectus supplement for such securities. We must notify holders of changes in the paying agents for any particular series of debt securities.
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Payments, 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.
The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that Royal Bank of Canada is a Canadian bank, that many of its officers and directors are residents of Canada, that some or all of the underwriters or experts named in the Registration Statement may be residents of Canada, and that all or a e-formm portion of the assets of Royal Bank of Canada and said persons may be located outside the United States.
We will not need to satisfy these conditions if we enter into other types of transactions, including any transaction in which we acquire the stock or assets of another entity, any transaction that involves a change of control but affaris which we do not merge or consolidate and any transaction in which we sell less than substantially all of our assets. We do not recognize this type of investor or any intermediary as a holder of securities and instead deal only with the depositary that holds the global security.
You should read this prospectus and the applicable supplement carefully before you invest. 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. These factors include, but are not limited to, management of credit, market, liquidity and funding, and starement risks; the strength of the Canadian and United States economies and the economies of other countries in which we conduct business; the impact of the movement of the Canadian dollar relative to other currencies, particularly the U.
Holders will not be required to pay a service charge to register the transfer of or exchange debt securities, but holders may be required to pay for any tax or other governmental charge associated with the exchange or transfer. We do not have any responsibility for the performance by DTC or its affaisr of their respective obligations as described herein e-corm under the rules and procedures governing their respective operations.
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Securities may or may not be listed on a national or foreign securities exchange or automated quotation system. We have been advised by our Canadian counsel, Ogilvy Renault LLP, that a judgment of a United States court predicated solely upon civil liability under such laws would probably be enforceable in Canada if the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes.
If underwriters are used in the sale, they will buy the securities for their own account. For sgatement of computing these ratios, earnings represent net income plus income taxes and fixed charges excluding capitalized interest. We may issue senior or subordinated debt securities.
These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. It is proposed that this filing shall become effective check appropriate box:.
In addition, in a few special situations described below, a global security will be terminated and interests in it will be exchanged for certificates in non-global form representing the securities it represented.
As a result, it may be difficult for you to effect service of process within the United States upon such persons to enforce against them judgments of the courts of the United States predicated upon, among other things, the civil liability provisions of the federal securities laws of the United States. Investment in these securities is subject to various risks including those risks inherent in conducting the business of a diversified financial institution.
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.
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If there is a change in U. Upon filing with the Commission pursuant to Rule a if ztatement connection with an offering being made contemporaneously in the United States and Canada. Exact name of Registrant as Specified in its charter. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any persoal indirect means. Province of Quebec, Canada Principal jurisdiction regulating this offering. We may terminate an existing global security or issue securities initially in non-global form.
If we accomplish covenant defeasance, certain provisions of the indenture and the debt securities would no longer apply:.
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As long as any global security is held by Euroclear or Clearstream, as depositary, you may hold an interest in the global security only through an organization that participates, directly or indirectly, in Euroclear or Clearstream. Unless we specify otherwise in the prospectus supplement, the debt securities will be issued:.
Primary Standard Industrial Classification. Even without a change in current U. A prospectus supplement may also add, update or change information in this prospectus. Underwriters, dealers and agents, and their affiliates or associates, may engage in transactions with us or perform ov for us in the ordinary course of business and receive compensation from us. We will provide the specific prices and other terms of these securities in supplements to this prospectus.
For original issue discount securities, we will use the principal amount that affsirs be due and payable on the voting date if the maturity of the debt securities were accelerated to that date because of a default. We may cancel the designation of any particular transfer agent.