Definitive Note Clause Samples
A Definitive Note clause establishes the terms under which a temporary or interim security instrument, such as a global or provisional note, may be replaced by a permanent, individual note representing the holder's entitlement. Typically, this clause outlines the conditions and procedures for exchanging temporary notes for definitive ones, such as upon completion of certain administrative steps or after a specified period. Its core function is to ensure that investors ultimately receive a negotiable, physical security that evidences their ownership, thereby providing clarity and certainty regarding their rights and the form of their investment.
Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
Definitive Note. 73 SCHEDULE 4 Terms And Conditions Of The Notes.................................80 1. Form, Denomination And Title.............................................81
Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act, (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States and (v) the Owner is not an affiliate (as defined in Rule 144) of the Company. 2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES a) CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
Definitive Note. 73 SCHEDULE 4 TERMS AND CONDITIONS OF THE NOTES.................................80 1. Form, Denomination And Title.............................................81
Definitive Note representing
Definitive Note. Each Definitive Note shall bear the following additional legend: IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. Upon any sale or transfer of a Definitive Note, the applicable Registrar shall permit the Holder thereof to exchange such Definitive Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Definitive Note if the Holder certifies in writing to the applicable Transfer Agent and applicable Registrar that its request for such exchange was made in reliance on Rule 144 (such certificate to be in the form set forth on the reverse of the Note).
Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Global Note for a Definitive Note with an equal principal amount, the Owner hereby certifies that the Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Definitive Note Legend printed on the Definitive Note and in the Indenture and the Securities Act.
Definitive Note. [ON THE FACE OF THE NOTE:]
Definitive Note. 13 Delisting..................................................................................13
Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Class A Definitive Notes pursuant to the instructions from the Holder thereof.