Certificated Note to Global Note Clause Samples
The 'Certificated Note to Global Note' clause governs the process by which individual, physical debt securities (certificated notes) are exchanged for a single, electronic security (global note) representing all outstanding notes. Typically, this clause outlines the conditions under which such an exchange can occur, the procedures for surrendering certificated notes, and the issuance of the global note, which is often held by a common depositary for clearing systems like Euroclear or Clearstream. This mechanism streamlines administration, enhances transferability, and reduces the risks and costs associated with handling multiple physical certificates.
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Certificated Note to Global Note. If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.
Certificated Note to Global Note. If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and credit such increase to the account of the Agent Member at the Depositary as instructed in writing by the Holder of the Certificated Note and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.
Certificated Note to Global Note. A Certificated Note may be exchanged for a beneficial interest in a Global Note in accordance with the provisions of this Section. Upon receipt by the Trustee, as Registrar, of (1) such Certificated Note, duly endorsed as provided herein, (2) instructions from such holder directing the Trustee, as Registrar, to exchange such Certificated Note for a beneficial interest in the applicable Global Note, such instructions to contain the name or authorized denomination or denominations and appropriate delivery instructions, (3) such certificate having the applicable box on the Assignment Form of the Certificated Note checked by such holder, (4) a certificate in the form of Exhibit E attached hereto given by the person acquiring such interest, to the effect set forth therein, if requested by the Trustee, and (5) such other certifications, legal opinions or other information as the Company may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Trustee, as Registrar, shall cancel or cause to be canceled such Certificated Note and concurrently therewith the Company shall credit the applicable Global Note with the same aggregate principal amount at maturity, in accordance with the instructions referred to above.
Certificated Note to Global Note. A Certificated Note may be exchanged for a beneficial interest in a Global Note in accordance with the provisions of this Section, the Applicable Procedures and this clause (vi) of Section 2.6(a). Upon receipt by the Trustee, as Registrar, of (1) such Certificated Note, duly endorsed as provided herein, such Certificated Note having the applicable box on the Assignment Form of the Certificated Note checked by such holder, (2) instructions from such holder directing the Trustee, as Registrar, to exchange such Certificated Note for a beneficial interest in the applicable Global Note, such instructions to contain the name of the Agent Member designated as the transferor, information regarding authorized denominations and other appropriate delivery instructions, (3) (A) if such Certificated Note is being exchanged for an interest in a Rule 144A Global Note in a transfer pursuant to Rule 144A a certificate in the form of Exhibit C attached hereto given by the owner of such Certificated Note and stating as provided therein and to the affect that (i) the transfer of such Certificated Note is being made in compliance with the transfer restrictions applicable thereto under the Notes, (ii) that the person transferring such Certificated Note reasonably believes that the person acquiring the interest in such Rule 144A Global Note to be evidenced thereby upon such transfers is a QIB and, (iii) that the transfer complies with the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States or any other jurisdiction and (B) if such Certificated Note is being exchanged for an interest in a Regulation S Global Note, a certificate in the form of Exhibit B attached hereto given by the owner of such Certificated Note and stating as provided therein and to the affect that the transfer of such Certificated Note is being made in compliance with the transfer restrictions applicable thereto under the Notes and pursuant to and in accordance with Rule 904 of Regulation S and (4) such other certifications, legal opinions or other information as the Company or the Trustee may reasonably require to confirm that such transfer (unless made in compliance with such requirements) is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Trustee, as Registrar, shall cancel or cause to be canceled such Certificated Note and concurrently therewith the Company shall...