UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
T-1
STATEMENT
OF ELIGIBILITY
UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION
TO DETERMINE ELIGIBILITY OF A
TRUSTEE
PURSUANT TO SECTION 305(b)(2) [___]
Computershare
Trust Company,
National Association
(Exact name of
Trustee as specified in its charter)
National
Banking Association
(Jurisdiction of incorporation of organization
if not a U.S. national bank) |
04-3401714
(I.R.S. Employer
Identification Number) |
| |
|
150
Royall Street, Canton, MA
(Address of principal executive offices) |
02021
(Zip Code) |
eBay Inc.
(Issuer with
respect to the Securities)
| Delaware |
77-0430924 |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
2025
Hamilton Avenue
San Jose, CA |
95125 |
| (Address
of Principal Executive Offices) |
(Zip
Code) |
Debt Securities
(Title of the
indenture securities)
| Item 1. | General Information. Furnish
the following information as to the trustee: |
| (a) | Name
and address of each examining or supervising authority to which it is subject. |
Comptroller
of the Currency
340 Madison
Avenue, 4th Floor
New York,
NY 10017-2613
| (b) | Whether
it is authorized to exercise corporate trust powers. |
The
trustee is authorized to exercise corporate trust powers.
| Item 2. | Affiliations with the
obligor. If the obligor is an affiliate of the trustee, describe such affiliation. |
None.
| Item 16. | List of exhibits. List
below all exhibits filed as a part of this statement of eligibility. |
1. A copy of the
articles of association of the trustee (attached as Exhibit 1 to this Form T-1).
2. A copy of the
certificate of authority of the trustee to commence business (attached as Exhibit 2 to this Form T-1).
3. A copy of
the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association (attached
as Exhibit 3 to this Form T-1).
4. A copy of the existing
bylaws of the trustee, as now in effect (attached as Exhibit 4 to this Form T-1).
5. Not applicable.
6. The consent of the
Trustee required by Section 321(b) of the Act (attached as Exhibit 6 to this Form T-1).
7. A
copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining
authority (attached as Exhibit 7 to this Form T-1).
8.
Not applicable.
9.
Not applicable.
SIGNATURE
Pursuant to the requirements
of the Trust Indenture Act of 1939, the trustee, Computershare Trust Company, National Association, a national banking association,
organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis, and State of Minnesota, on the 7th day of
November, 2022.
| |
COMPUTERSHARE TRUST COMPANY,
NATIONAL ASSOCIATION
|
| |
By: |
/s/
Maddy Hughes |
| |
Name: |
Maddy Hughes |
| |
Title: |
Vice President |
EXHIBIT 1
ARTICLES
OF ASSOCIATION OF THE TRUSTEE
| |
|
| ARTICLES
OF ASSOCIATION |
Filed |
| OF |
Comptroller of The Currency |
| BOSTON EQUISERVE TRUST COMPANY, |
Northeastern
District |
| NATIONAL
ASSOCIATION |
Date
SEP 30 1996 |
For the
purpose of organizing an Association to carry on the business of a limited purpose trust company under the laws of the United
States, the undersigned do enter into the following Articles of Association:
FIRST.
The title of this Association shall be Boston EquiServe Trust Company, National Association.
SECOND.
The Main Office of the Association shall be in the Town of Canton, County of Norfolk, Commonwealth of Massachusetts. The business
of the Association will be limited to the operations of a national trust company and to support activities incidental thereto.
The Association will not expand or alter its business beyond that stated in this Article Second without the prior approval
of the Comptroller of the Currency.
THIRD.
The Board of Directors of this Association shall consist of not less than five nor more than twenty-five shareholders, the
exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution
of the shareholders at any annual or special meeting thereof. Each Director shall own common or preferred stock of the Association
or of a holding company owning the Association, with an aggregate par, fair market or equity value of not less than $1,000, as
of either (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person’s
most recent election to the Board of Directors, whichever is most recent. Any combination of common or preferred stock of the
Association or holding company may be used.
Any vacancy
in the Board of Directors may be filled by action of the Board of Directors; provided, however, that a majority of the full Board
of Directors may not increase the number of Directors to a number which: (1) exceeds by more than two the number of Directors
last elected by shareholders where the number was 15 or less; and (2) exceeds by more than four the number of Directors last
elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25.
Terms
of Directors, including Directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which
Directors are elected, unless the Directors resign or are removed from office. Despite the expiration of a Director’s term,
the Director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number
of Directors and his or her position is eliminated.
FOURTH.
There shall be an annual meeting of the shareholders to elect Directors and transact whatever other business may be brought
before the meeting. It shall be held at the main office or any other convenient place as the Board of Directors may designate,
on the day of each year specified therefore in the By-laws, but if no election is held on that day, it may be held on any subsequent
day according to such lawful rules as may be prescribed by the Board of Directors.
Nominations
for election to the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class
of capital stock of this Association entitled to vote for election of Directors. Nominations other than those made by or on
behalf of the existing management shall be made in writing and be delivered or mailed to the president of this Association
and to the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any
meeting of shareholders called for the election of Directors; provided, however, that if less than 21 days notice of the
meeting is given to the shareholders, such nominations shall be mailed or delivered to the president of this Association and
to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the
notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying
shareholder: the name and address of each proposed nominee; the principal occupation of each proposed nominee; the total
number of shares of capital stock of this Association that will be voted for each proposed nominee; the name and residence
address of the notifying shareholder; and the number of shares of capital stock of this Association owned by the notifying
shareholder. Nominations not made in accordance herewith may, in his or her discretion, be disregarded by the chairperson of
the meeting, and upon his or her instructions, the vote tellers may disregard all votes cast for each such
nominee.
FIFTH.
The authorized amount of capital stock of this Association shall be 1,000,000 shares of common stock of the par value of one dollar
($1) each; but said capital stock may be increased or decreased from time to time, in accordance with the provisions of the laws
of the United States.
No holder
of shares of the capital stock of any class of this Association shall have any preemptive or preferential right of subscription
to any shares of any class of stock of this Association, whether now or hereafter authorized, or to any obligations convertible
into stock of this Association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the
Board of Directors, in its discretion may from time to time determine and at such price as the Board of Directors may from time
to time fix.
Transfers
of the Association’s capital stock are subject to the prior approval of a federal depository institution regulatory
agency. If no other agency approval is required, the Comptroller of the Currency’s approval shall be obtained prior to the
transfers. In such cases where the Comptroller of the Currency approval is required, the Comptroller of the Currency will apply
the definitions and standards set forth in the Change in Bank Control Act and the Comptroller of the Currency’s implementing
regulation (12 U.S.C. 1817(j) and 12 C.F.R. 5.50) to ownership changes in the Association.
This
Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without
the approval of the shareholders.
SIXTH.
The Board of Directors shall appoint one of its members President of this Association, and one of its members Chairperson of the
Board. The Board of Directors shall have the power to appoint one or more Vice Presidents, a Secretary who shall keep the minutes
of the directors’ and shareholders’ meetings and be responsible for authenticating the records of this Association,
a Cashier and such other officers and employees as may be required to transact the business of this Association.
The Board
of Directors shall have the power to (i) define the duties of the officers, employees and agents of this Association; (ii) delegate
the performance of its duties, but not the responsibility for its duties, to the officers, employees and agents of this Association;
(iii) fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and
conditions consistent with applicable law; (iv) dismiss officers and employees; (v) require bonds from officers and
employees and to fix the penalty thereof; (vi) ratify written policies authorized by this Association’s management
of committees of the Board of Directors; (vii) regulate the manner in which any increase of the capital of this Association
shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of this
Association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval
to increase or reduce the capital; (viii) manage and administer the business and affairs of this Association; (ix) adopt
initial By-laws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs
of this Association; (x) amend or repeal By-laws, except to the extent that the Articles of Association reserve this power
in whole or in part to shareholders; (xi) make contracts, and (xii) generally perform all acts that it may be legal
for a Board of Directors to perform.
SEVENTH.
The Board of Directors shall have the power to change the location of the main office to any other place within the limits of
the Town of Canton, without the approval of the shareholders, and shall have the power to establish or change the location of
any branch or branches of this Association to any other location, without the approval of the shareholders.
EIGHTH.
The corporate existence of this Association shall continue until terminated in accordance with the laws of the United States.
NINTH.
The Board of Directors of this Association, or any shareholder owning, in the aggregate, not less than ten percent of the
stock of this Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the
laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders
shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each
shareholder of record at his address as shown upon the books of this Association.
TENTH.
This Association shall to the fullest extent legally permissible indemnify each person who is or was a director, officer, employee
or other agent of this Association and each person who is or was serving at the request of this Association as a director, trustee,
officer, employee or other agent of another organization or of any partnership, joint venture, trust, employee benefit plan or
other enterprise or organization against all liabilities, costs and expenses, including but not limited to amounts paid in satisfaction
of judgments, in settlement or as fines and penalties, and counsel fees and disbursements, reasonably incurred by him in connection
with the defense or disposition of or otherwise in connection with or resulting from any action, suit or other proceeding, whether
civil, criminal, administrative or investigative, before any court or administrative or legislative or investigative body, in
which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while in
office or thereafter, by reason of his being or having been such a director, officer, employee, agent or trustee, or by reason
of any action taken or not taken in any such capacity, except with respect to any matter as to which he shall have been finally
adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his action was
in the best interests of the corporation (any person serving another organization in one or more of the indicated capacities at
the request of this Association who shall not have been adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interest of such other organization shall be deemed so to have acted in good faith with
respect to the National Trust Company) or to the extent that such matter relates to service with respect to an employee benefit
plan, in the best interest of the participants or beneficiaries of such employee benefit plan. Expenses, including but not limited
to counsel fees and disbursements, so incurred by any such person in defending any such action, suit or proceeding, shall be paid
from time to time by this Association in advance of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the person indemnified to repay the amounts so paid if it shall ultimately be determined that indemnification
of such expenses is not authorized hereunder.
As
to any matter disposed of by settlement by any such person, pursuant to a consent decree or otherwise, no such
indemnification either for the amount of such settlement or for any other expenses shall be provided unless such settlement
shall be approved as in the best interests of the National Trust Company, after notice that it involves such indemnification,
(a) by vote of a majority of the disinterested directors then in office (even though the disinterested directors be less
than a quorum), or (b) by any disinterested person or persons to whom the question may be referred by vote of a majority
of such disinterested directors, or (c) by vote of the holders of a majority of the outstanding stock at the time
entitled to vote for directors, voting as a single class, exclusive of any stock owned by any interested person, or
(d) by any disinterested person or persons to whom the question may be referred by vote of the holders of a majority of
such stock. No such approval shall prevent the recovery from any such director, officer, employee, agent or trustee of any
amounts paid to him or on his behalf as indemnification in accordance with the preceding sentence if such person is
subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that
his action was in the best interests of this Association. The right of indemnification hereby provided shall not be exclusive
of or affect any other rights to which any director, officer, employee, agent or trustee may be entitled or which may
lawfully be granted to him. As used herein, the terms “director”, “officer”, “employee”,
“agent” and “trustee” include their respective executors, administrators and other legal
representatives, an “interested” person is one against whom the action, suit or other proceeding in question or
another action, suit or other proceeding on the same or similar grounds is then or had been pending or threatened, and a
“disinterested” person is a person against whom no such action, suit or other proceeding is then or had been
pending or threatened. By action of the board of directors, notwithstanding any interest of the directors in such action,
this Association may purchase and maintain insurance, in such amounts as the board of directors may from time to time deem
appropriate, on behalf of any person who is or was a director, officer, employee or other agent of this Association, or is or
was serving at the request of this Association as a director, trustee, officer, employee or other agent of another
organization or of any partnership, joint venture, trust, employee benefit plan or other enterprise or organization
against any liability incurred by him in any such capacity, or arising out of his status as such, whether or not this
Association would have the power to indemnify him against such liability.
Nothing
contained in this Article Tenth shall be construed to (i) allow the indemnification of or insurance coverage for a director,
trustee, officer, employee or agent of this Association against expenses, penalties or other payments incurred in an administrative
action instituted by an appropriate bank regulatory agency which results in a final order assessing civil money penalties or requires
the payment of money to the Association, or (ii) exceed the provisions of Massachusetts General Laws, chapter 156B, section
67, as in effect from time to time.
ELEVENTH.
These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of
the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required
by law, and in that case by the vote of the holders of such greater amount.
TWELFTH.
This Association may be a partner in any business or enterprise which this Association would have power to conduct by itself.
IN WITNESS WHEREOF,
we have hereunto set our hands this 20th day of September, 1996.
| |
|
| |
/s/ A.
Edward Allinson |
| |
A. Edward Allinson |
| |
|
| |
/s/ Joseph
L. Hooley |
| |
Joseph L. Hooley |
| |
|
| |
/s/ John
R. Towers |
| |
John R. Towers |
| |
|
| |
/s/ Edward
A. O’Neal |
| |
Edward A. O’Neal |
| |
|
| |
/s/ Susannah
Swihart |
| |
Susannah Swihart |
| |
|
| |
/s/ Joanne
E. Nuzzo |
| |
Joanne E. Nuzzo |
Boston EquiServe
Trust Company, N.A.
Shareholder’s
Meeting
January 19,
1999
Minutes
Pursuant
to notice duly given, a meeting of the shareholders of Boston EquiServe Trust Company, N.A. (the “Trust Company”)
was held on January 19, 1999 at 3:00 p.m. (Eastern Time) at its offices located at 150 Royall Street, Canton, Massachusetts.
Attending
were Christopher Skaar, Chief Executive Officer of EquiServe Limited Partnership (formerly known as Boston EquiServe Limited Partnership)(“EquiServe”)
and Stephen Cesso, Secretary of the Trust Company.
1. Approval
of Amendment to Articles of Association. Christopher Skaar, as Chief Executive Officer of EquiServe, the sole shareholder
of the Trust Company approved the following amendment to the Articles of Association of the Trust Company to change the name of
the Trust Company:
VOTED,
that the First Article of the Articles of Association is amended to read:
The
title of this Association shall be EquiServe Trust Company, National Association.
The meeting concluded with
the approval of the above vote. There being no other items for discussion, the shareholder meeting was adjourned at approximately
3:05 p.m. (Eastern Time).
| |
|
/s/ Stephen
Cesso |
|
| Stephen Cesso |
|
| Secretary |
|
EquiServe
Trust Company, N.A.
VIA FEDERAL EXPRESS
November 22, 2005
Ms. Kathleen M. Cahill
Assistant Deputy Comptroller
The Office of the Comptroller of
the Currency
New England Field Office
20 Winthrop Square, Suite 200
Boston, MA 02110
Re: EquiServe
Trust Company, N.A.
Dear Ms. Cahill:
This serves as notification
to The Office of the Comptroller of the Currency that EquiServe Trust Company, National Association has amended its Articles of
Association to change its name to Computershare Trust Company, National Association (the “Trust Company”), effective
January 1, 2006. Enclosed are minutes from the Trust Company’s shareholder meeting held on November 17, 2005 at
which the Articles of Association were amended to reflect the name change, certified by the Secretary of the Trust Company.
Please let me know if you
have any questions or need any additional information.
Very truly yours,
| |
|
/s/ Andrea
Manning |
|
| Andrea Manning |
|
| Assistant Secretary |
|
| |
|
| Enclosure |
|
cc: James Mayhew, Portfolio
Manager, OCC (w/encl.)
Stephen Cesso
(w/out encl.)
EquiServe
Trust Company, N.A., 150 Royall Street, Canton, MA 02021
EquiServe
Trust Company, N.A.
Shareholder’s
Meeting
November 17,
2005
Minutes
Pursuant
to notice duly given, a meeting of the shareholders of EquiServe Trust Company, N.A. (the “Trust Company”) was held
on November 17, 2005 at 1:20 p.m. (Eastern Time) at its offices located at 250 Royall Street, Canton, Massachusetts.
Attending
were Charles V. Rossi, President of Computershare Shareholder Services, Inc. (formerly known as EquiServe, Inc., formerly known
as EquiServe Limited Partnership, hereinafter “CSSI”), Andrea Manning, Assistant Secretary and Stephen Cesso, Secretary
of the Trust Company.
1. Approval
of Amendment to Articles of Association. Charles V. Rossi, as President of CSSI, the sole shareholder of the Trust Company
approved the following amendment to the Articles of Association of the Trust Company to change the name of the Trust Company,
to be effective January 1, 2006.
VOTED,
that the First Article of the Articles of Association is amended to read:
The
title of this Association shall be Computershare Trust Company, National Association.
The meeting concluded with
the approval of the above vote. There being no other items for discussion, the shareholder meeting was adjourned at approximately
1:25 p.m. (Eastern Time).
| |
|
|
/s/ Stephen
Cesso |
|
/s/
Andrea Manning |
| Stephen Cesso |
|
Andrea Manning |
| Secretary |
|
Assistant Secretary |
EXHIBIT 2
A copy of the Comptroller
of the Currency Certificate of Corporate Existence for Computershare Trust Company, National Association, dated October 5, 2021.
EXHIBIT 3
A copy of the Comptroller
of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association, dated October 5, 2021.
EXHIBIT 4
BYLAWS
OF THE TRUSTEE
BOSTON EQUISERVE
TRUST COMPANY,
NATIONAL
ASSOCIATION
BY-LAWS
ARTICLE
I
Meetings
of Shareholders
Section 1.1
Annual Meeting. The regular annual meeting of the shareholders to elect directors and transact whatever other business
may properly come before the meeting, shall be held at the Main Office of the National Trust Company, in the Town of Canton, Commonwealth
of Massachusetts or such other places as the Board of Directors may designate, at 10 o’clock, on the fourth Wednesday of
May of each year. Notice of such meeting shall be mailed, postage prepaid, at least ten days prior to the date thereof, addressed
to each shareholder at his/her address appearing on the books of the National Trust Company. If, for any cause, an election of
directors is not made on that day, the Board of Directors shall order the election to be held on some subsequent day, as soon
thereafter as practicable, according to the provisions of law; and notice thereof shall be given in the manner herein provided
for the annual meeting.
Section 1.2.
Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called
for any purpose at any time by the Board of Directors or by any shareholder owning, in the aggregate, not less than 10 percent
of the stock of the National Trust Company. Every such special meeting, unless otherwise provided by law, shall be called by mailing,
postage prepaid, not less than ten days prior to the date fixed for such meeting, to each shareholder at his address appearing
on the books of the National Trust Company a notice stating the purpose of the meeting.
Section 1.3.
Nominations for Director. Nominations for election to the Board of Directors may be made by the Board of Directors or by
any shareholder of any outstanding class of capital stock of the National Trust Company entitled to vote for the election of directors.
Nominations, other than those made by or on behalf of the existing management of the National Trust Company, shall be made in
writing and shall be delivered or mailed to the President of the National Trust Company and to the Comptroller of the Currency,
Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election
of directors, provided however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination
shall be mailed or delivered to the President of the National Trust Company and to the Comptroller of the Currency not later than
the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall
contain the following information to the extent known to the notifying shareholder:
(a) the
name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number
of shares of capital stock of the National Trust Company that will be voted for each proposed nominee; (d) the name and residence
address of the notifying shareholder; and (e) the number of shares of capital stock of the National Trust Company owned by
the notifying shareholder. Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the Chairperson
of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.
Section 1.4.
Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer
or employee of this National Trust Company shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein,
and any adjournments of such meeting. Proxies shall be dated and shall be filed with the records of the meeting.
Section 1.5.
Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time,
and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or
matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
Section 2.1
Board of Directors. The Board of Directors shall have the power to manage and administer the business and affairs of the
National Trust Company. Except as expressly limited by law, all corporate powers of the National Trust Company shall be vested
in and may be exercised by the Board of Directors.
Section 2.2
Number. The Board of Directors shall consist of not less than five nor more than twenty-five shareholders, the exact number
within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board
or by resolution of the shareholders at any meeting thereof.
Section 2.3.
Organization Meeting. The Cashier, upon receiving the results of any election, shall notify the directors-elect of their
election and of the time at which they are required to meet at the Main Office of the National Trust Company to organize the new
Board and elect and appoint officers of the National Trust Company for the succeeding year. Such meeting shall be held on the
day of the election or as soon thereafter as practicable, and, in any event, within thirty days thereof. If, at the time fixed
for such meeting, there shall not be a quorum present, the Directors present may adjourn the meeting, from time to time, until
a quorum is obtained.
Section 2.4.
Regular Meetings. Regular Meetings of the Board of Directors shall be held, without notice, at least once in each quarter
on such days and at such hours as the Directors may from time to time determine. When any regular meeting of the Board falls upon
a holiday, the meeting shall be held on the next banking business day unless the Board shall designate some other day.
Section 2.5.
Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of the National
Trust Company, or at the request of three or more directors. Each member of the Board of Directors shall be given notice stating
the time and place, by telegram, letter, or in person, of each such special meeting.
Section 2.6.
Quorum. A majority of the directors shall constitute a quorum at any meeting, except when otherwise provided by law; but
a less number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice.
Section 2.7.
Vacancies. When any vacancy occurs among the directors, the remaining members of the Board, in accordance with the laws
of the United States, may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting
called for that purpose in conformance with Section 2.2 of this Article.
Section 2.8.
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Directors may be taken without
a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings
of the Directors. Such consents shall be treated for all purposes as a vote at a meeting.
Section 2.9.
Meeting by Telecommunications. Members of the Board of Directors or any committee elected thereby may participate in a
meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all
persons participating in a meeting can hear each other at the time and participation by such means shall constitute presence in
person at the meeting.
ARTICLE
III
Committees
of the Board
Section 3.1. Investment
Committee. There shall be an Investment Committee composed of not less than two Directors, appointed by the Board
annually or more often. The Investment Committee shall have the power to insure adherence to Investment Policy, to
recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investments and to
exercise, when the Board is not in session, all other powers of the Board regarding investment securities that may be
lawfully delegated. The Investment Committee shall keep minutes of its meetings, and such minutes shall be submitted at the
next regular meeting of the Board of Directors at which a quorum is present, and any action taken by the Board with respect
thereto shall be entered in the minutes of the Board.
Section 3.2.
Examining Committee. There shall be an Examining Committee composed of not less than two directors, exclusive of any active
officers, appointed by the Board annually or more often, whose duty it shall be to make an examination at least once during each
calendar year and within 15 months of the last such examination into the affairs of the National Trust Company or cause suitable
examinations to be made by auditors responsible only to the Board of Directors and to report the result of such examination in
writing to the Board at the next regular meeting thereafter. Such report shall state whether the National Trust Company is in
a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the Board
of Directors such changes in the manner of conducting the affairs of the National Trust Company as shall be deemed advisable.
Section
3.3. Other Committees. The Board of Directors may appoint, from time to time, from its own members, other committees of
one or more persons, for such purposes and with such powers as the Board may determine. However, a committee may not authorize
distribution of assets or dividends; approve action required to be approved by shareholders; fill vacancies on the board of directors
or any of its committees; amend articles of association; adopt, amend or repeal by-laws; or authorize or approve issuance or sale
or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series
of shares.
ARTICLE
IV
Officers
and Employees
Section 4.1.
Chairperson of the Board. The Board of Directors shall appoint one of its members to be Chairperson of the Board to serve
at its pleasure. Such person shall preside at all meetings of the Board of Directors. The Chairperson of the Board shall supervise
the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as well as the specific
powers conferred by these Bylaws; and shall also have and may exercise such further powers and duties as from time to time may
be conferred upon, or assigned by the Board of Directors.
Section 4.2.
President. The Board of Directors shall appoint one of its members to be President of the National Trust Company. In the
absence of the Chairperson, the President shall preside at any meeting of the Board. The President shall have general executive
powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulations, or practice, to the
Office of President, or imposed by these Bylaws. The President shall also have and may exercise such further powers and duties
as from time to time may be conferred, or assigned by the Board of Directors.
Section 4.3.
Vice President. The Board of Directors may appoint one or more Vice Presidents. Each Vice President shall have such powers
and duties as may be assigned by the Board of Directors. One Vice President shall be designated by the Board of Directors, in
the absence of the President, to perform all the duties of the President.
Section 4.4.
Secretary. The Board of Directors shall appoint a Secretary, Cashier, or other designated officer who shall be Secretary
of the Board and of the National Trust Company, and shall keep accurate minutes of all meetings. The Secretary shall attend to
the giving of all notices required by these Bylaws to be given; shall be custodian of the corporate seal, records, documents and
papers of the National Trust Company; shall provide for the keeping of proper records of all transactions of the National Trust
Company; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the Office
of Cashier, or imposed by these Bylaws; and shall also perform such other duties as may be assigned from time to time, by the
Board of Directors.
Section 4.5.
Other Officers. The Board of Directors may appoint one or more Executive Vice Presidents, Senior Vice Presidents, Assistant
Vice Presidents, one or more Assistant Secretaries, one or more Assistant Cashiers, one or more Managers and Assistant Managers
of offices and such other officers and attorneys in fact as from time to time may appear to the Board of Directors to be required
or desirable to transact the business of the National Trust Company. Such officers shall respectively exercise such powers and
perform such duties as pertain to the several offices, or as may be conferred upon, or assigned to, them by the Board of Directors,
the Chairperson of the Board, or the President. The Board of Directors may authorize an officer to appoint one or more officers
or assistant officers.
Section 4.6.
Tenure of Office. The President and all other officers shall hold office for the current year for which the Board was elected,
unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the Office of President shall be filled
promptly by the Board of Directors.
Section 4.7.
Resignation. An officer may resign at any time by delivering notice to the National Trust Company. A resignation is effective
when the notice is given unless the notice specifies a later effective date.
ARTICLE
V
Fiduciary
Activities
Section 5.1.
Trust Department. There shall be a department of the National Trust Company known as the Trust Department that shall perform
the fiduciary responsibilities of the National Trust Company.
Section 5.2.
Trust Officer. There shall be a Trust Officer of this National Trust Company whose duties shall be to manage, supervise
and direct all the activities of the Trust Department. Such persons shall do or cause to be done all things necessary or proper
in carrying on the business of the Trust Department according to provisions of law and applicable regulations; and shall act pursuant
to opinion of counsel where such opinion is deemed necessary. Opinions of counsel shall be retained on file in connection with
all important matters pertaining to fiduciary activities. The Trust Officer shall be responsible for all assets and documents
held by the National Trust Company in connection with fiduciary matters.
The Board
of Directors may appoint other trust officers of the Trust Department, as it may deem necessary, with such duties as may be assigned.
Section 5.3.
Trust Investment Committee. There shall be a Trust Investment Committee of this National Trust Company composed of not
less than two members, who shall be capable and experienced officers or directors of the National Trust Company. All investments
of funds held in a fiduciary capacity shall be made, retained or disposed of only with the approval of the Trust Investment Committee,
and the Committee shall keep minutes of all its meetings, showing the disposition of all matters considered and passed upon by
it. The Committee shall, promptly after the acceptance of an account for which the National Trust Company has investment responsibilities,
review the assets thereof, to determine the advisability of retaining or disposing of such assets. The Committee shall conduct
a similar review at least once during each calendar year thereafter and within 15 months of the last such review. A report
of all such reviews, together with the action taken as a result thereof, shall be noted in the minutes of the Committee.
Section 5.4.
Trust Audit Committee. The Board of Directors shall appoint a committee of not less than two directors, exclusive of any
active officer of the National Trust Company, which shall, at least once during each calendar year and within 15 months of
the last such audit make suitable audits of the Trust Department or cause suitable audits to be made by auditors responsible only
to the Board of Directors, and at such time shall ascertain whether the Department has been administered according to law, Part 9
of the Regulations of the Comptroller of the Currency, and sound fiduciary principles.
Section 5.5.
Fiduciary Files. There shall be maintained in the Trust Department files all fiduciary records necessary to assure that
its fiduciary responsibilities have been properly undertaken and discharged.
Section 5.6. Trust
Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the
fiduciary relationship and local law. Where such instrument does not specify the character and class of investments to
be made and does not vest in the National Trust Company a discretion in the matter, funds held pursuant to such instrument
shall be invested in investments in which corporate fiduciaries may invest under local law.
ARTICLE
VI
Stock
and Stock Certificates
Section 6.1.
Transfers. Shares of stock shall be transferable on the books of the National Trust Company, and a transfer book shall
be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion
to his shares, succeed to all rights of the prior holder of such shares.
Section 6.2.
Stock Certificates. Certificates of stock shall bear the signature of the President (which may be engraved, printed or
impressed), and shall be signed manually or by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant Cashier,
or any other officer appointed by the Board of Directors for that purpose, to be known as an Authorized Officer, and the seal
of the National Trust Company shall be engraved thereon. Each certificate shall recite on its face that the stock represented
thereby is transferable only upon the books of the National Trust Company properly endorsed.
ARTICLE
VII
Corporate
Seal
The President,
the Cashier, the Secretary or any Assistant Cashier or Assistant Secretary, or other officer thereunto designated by the Board
of Directors, shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such
seal shall be substantially in the following form:
ARTICLE
VIII
Miscellaneous
Provisions
Section 8.1.
Fiscal Year. The Fiscal Year of the National Trust Company shall be the calendar year.
Section 8.2.
Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations,
receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies
and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the National
Trust Company by the Chairperson of the Board, or the President, or any Executive Vice President, or any Vice President, or the
Secretary, or the Cashier. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf
of the National Trust Company in such other manner and by such other officers as the Board of Directors may from time to time
direct. The provisions of this Section 8.2. are supplementary to any other provision of these Bylaws.
Section 8.3.
Records. The Articles of Association, the By-laws and the proceedings of all meetings of the shareholders, the Board of
Directors, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes
of each meeting shall be signed by the Secretary, Cashier or other Officer appointed to act as Secretary of the meeting.
ARTICLE
IX
By-laws
Section 9.1
Inspection. A copy of the By-laws, with all amendments thereto, shall at all times be kept in a convenient place at the
Main Office of the National Trust Company, and shall be open for inspection to all shareholders, during banking hours.
Section 9.2.
Amendments. The By-laws may be amended, altered or repealed, at any regular meeting of the Board of Directors, by a vote
of a majority of the total number of the Directors.
I, Evalyn
Lipton Fishbein, CERTIFY that: (1) I am the duly constituted Secretary of Boston EquiServe Trust Company, National Association
and Secretary of its Board of Directors, and as such officer am the official custodian of its records; (2) the foregoing
By-laws are the By-laws of said National Trust Company, and all of them are now lawfully in force and effect.
I have
hereunto affixed my official signature and the seal of the said National Trust Company, in the City of Boston on this 18th day
of December, 1996.
| |
|
| |
/s/
Evalyn Lipton Fishbein |
| |
Secretary |
EQUISERVE
TRUST COMPANY, N.A. (THE “TRUST COMPANY”)
ACTION BY
THE BOARD OF DIRECTORS
May 14,
2003
RESOLVED, that the
Trust Company hereby deletes Section 3.2 and Section 5.4 of the By-Laws and replaces such sections with the following
Section 3.2, and renumbers Section 5.5 and 5.6 as Section 5.4 and 5.5, respectively:
Section 3.2. Audit
Committee. The Board of Directors shall appoint an Audit Committee composed of not less than two directors, exclusive of any
active officers of the National Trust Company, whose duty it shall be to make an examination at least once during each calendar
year and within 15 months of the last such examination into the affairs of the National Trust Company, including the Trust
Department, or cause suitable examinations to be made by auditors responsible only to the Board of Directors and to report the
result of such examination in writing to the Board at the next regular meeting thereafter. Such report shall state whether adequate
internal controls and procedures are being maintained, whether the Trust Department has been administered according to law, Part 9
of the Regulations of the Comptroller of the Currency, and sound fiduciary principles, and shall recommend to the Board of Directors
such changes in the manner of conduct of the affairs of the National Trust Company as shall be deemed advisable.
I, Andrea Manning, Assistant
Secretary of EquiServe Trust Company, N.A., a national banking association do hereby certify that the foregoing is a true and
correct copy of a resolution approved by the Board of Directors at a meeting held on May 14, 2003. I further certify that
the resolution is in full force and effect and has not been revoked.
| |
|
|
|
| |
/s/ Andrea Manning |
|
June 11, 2003 |
| |
Andrea Manning |
|
|
Computershare
Trust Company, N.A.
ACTION BY
THE BOARD OF DIRECTORS
December 7,
2011
RESOLVED, that the
Board of Directors hereby approves amending section 3.2. of the By-Laws of the Trust Company as follows:
Changing the title
of Section 3.2. from “Audit Committee” to “Audit and Risk Committee,” and changing
all references to the “Audit Committee” in Section 3.2. to the “Audit and Risk Committee.”
I, Andrea Manning, Assistant
Secretary of Computershare Trust Company, N.A., a national banking association do hereby certify that the foregoing is a true
and correct copy of a resolution approved by the Board of Directors at a meeting held on December 7, 2011. I further certify
that the resolution is in full force and effect and has not been revoked.
| |
|
|
|
| |
/s/
Andrea Manning |
|
Date: December 8, 2011 |
| |
Andrea Manning |
|
|
| |
Assistant Secretary |
|
|
Computershare
Trust Company, N.A.
ACTION BY
THE BOARD OF DIRECTORS
June 29, 2022
RESOLVED, that the
Board of Directors hereby approves amending the By-Laws of the Trust Company as follows:
Changing the title
of Section 3.1. from “Investment Committee” to “Finance Committee”; and
Changing the title
of Section 5.3 from “Trust Investment Committee” to “Trust and Investment Committee.”
I, Andrea Manning, Assistant
Secretary of Computershare Trust Company, N.A., a national banking association do hereby certify that the foregoing is a true
and correct copy of a resolution approved by the Board of Directors at a meeting held on June 29, 2022. I further certify that
the resolution is in full force and effect and has not been revoked.
| |
|
|
|
| |
/s/
Andrea Manning |
|
Date: June 30, 2022 |
| |
Andrea Manning |
|
|
| |
Assistant Secretary |
|
|
Computershare
Trust Company, N.A.
ACTION BY
THE BOARD OF DIRECTORS
October 12,
2022
RESOLVED, that the
Board of Directors hereby approves amending the By-Laws of the Trust Company as follows:
Removing Section 3.1.
entitled “Finance Committee”; and
Renumbering Section
3.2 and 3.3, to 3.1 and 3.2 respectively.
Changing the title
of Section 3.1 from “Audit and Risk Committee” to “Audit Committee” and adding the following
to Section 3.1:
The
Audit Committee shall have the power to ensure adherence to the Investment Policy, to recommend amendments thereto, to purchase
and sell securities, to exercise authority regarding investments and to exercise, when the Board is not in session, all other
powers of the Board regarding investment securities that may be lawfully delegated. The Audit Committee shall keep minutes of
its meetings, and such minutes shall be submitted at the next regular meeting of the Board of Directors at which a quorum is present,
and any action taken by the Board with respect thereto shall be entered in the minutes of the Board.
I, Andrea Manning, Assistant
Secretary of Computershare Trust Company, N.A., a national banking association do hereby certify that the foregoing is a true
and correct copy of a resolution approved by the Board of Directors at a meeting held on October 12, 2022. I further certify that
the resolution is in full force and effect and has not been revoked.
| |
|
|
|
| |
/s/
Andrea Manning |
|
Date: October
13, 2022 |
| |
Andrea Manning |
|
|
| |
Assistant Secretary |
|
|
EXHIBIT 6
CONSENT
OF THE TRUSTEE
Pursuant to
the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of
debt securities, Computershare Trust Company, National Association, hereby consents that reports of examinations by Federal, State,
Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request
therefore.
| |
COMPUTERSHARE TRUST COMPANY,
NATIONAL ASSOCIATION
|
| |
By: |
/s/ Maddy
Hughes |
| |
Name: |
Maddy Hughes |
| |
Title: |
Vice President |
| |
|
|
Minneapolis, Minnesota
November 7, 2022
EXHIBIT 7
Consolidated Report of Condition of
Computershare
TRUST COMPANY, NATIONAL ASSOCIATION
150 Royall Street,
Canton, MA 02021
at the close
of business June 30, 2022.
| ASSETS | |
Dollar Amounts
In Thousands | |
| | |
| |
| Cash and balances due from depository institutions: | |
| | |
| Noninterest-bearing balances and currency and coin | |
| -0- | |
| Interest-bearing balances | |
| -0- | |
| Securities: | |
| | |
| Held-to-maturity securities | |
| -0- | |
| Available-for-sale securities | |
| 288,298 | |
| Federal funds sold and securities purchased under agreements to resell: | |
| | |
| Federal funds sold in domestic offices | |
| -0- | |
| Securities purchased under agreements to resell | |
| -0- | |
| Loans and lease financing receivables: | |
| | |
| Loans and leases held for sale | |
| -0- | |
| Loans and leases, net of unearned income | |
| -0- | |
| LESS: Allowance for loan and lease losses | |
| -0- | |
| Loans and leases, net of unearned income and
allowance | |
| -0- | |
| Trading assets | |
| -0- | |
| Premises and fixed assets (including capitalized leases) | |
| 23,841 | |
| Other real estate owned | |
| -0- | |
| Investments in unconsolidated subsidiaries and associated companies | |
| -0- | |
| Direct and indirect investments in real estate ventures | |
| -0- | |
| Intangible assets: | |
| | |
| Goodwill | |
| 134,625 | |
| Other intangible assets | |
| 562,813 | |
| Other assets | |
| 101,542 | |
| Total assets | |
| 1,111,119 | |
| LIABILITIES | |
| | |
| Deposits: | |
| | |
| In domestic offices | |
| -0- | |
| Noninterest-bearing | |
| -0- | |
| Interest-bearing | |
| -0- | |
| Federal funds purchased and securities sold under agreements to repurchase: | |
| | |
| Federal funds purchased in domestic offices | |
| -0- | |
| Securities sold under agreements to repurchase | |
| -0- | |
| Trading liabilities | |
| -0- | |
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases) | |
| -0- | |
| Not applicable | |
| | |
| Not applicable | |
| | |
| Subordinated notes and debentures | |
| -0- | |
| Other liabilities | |
| 179,762 | |
| Total liabilities | |
| 179,762 | |
| EQUITY CAPITAL | |
| | |
| Perpetual preferred stock and related surplus | |
| 0 | |
| Common stock | |
| 500 | |
| Surplus (exclude all surplus related to preferred stock) | |
| 827,224 | |
| Retained earnings | |
| 103,633 | |
| Accumulated other comprehensive income | |
| -0- | |
| Other equity capital components | |
| -0- | |
| Total bank equity capital | |
| 931,357 | |
| Noncontrolling (minority) interests in consolidated subsidiaries | |
| -0- | |
| Total equity capital | |
| 931,357 | |
| Total liabilities and equity capital | |
| 1,111,119 | |
I, Robert G. Marshall,
Assistant Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of
my knowledge and belief.
| |
Robert
G. Marshall |
| |
|
| |
Robert
G. Marshall |
| |
Assistant Controller |
Grafico Azioni eBay (NASDAQ:EBAY)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni eBay (NASDAQ:EBAY)
Storico
Da Apr 2023 a Apr 2024
