Common use of Definitive Notes Clause in Contracts

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer shall within a reasonable period make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]

Appears in 5 contracts

Sources: Indenture (Howard Hughes Corp), Indenture (Howard Hughes Corp), Indenture (Howard Hughes Corp)

Definitive Notes. (a) A Global Note deposited with the Depositary or with Computershare Trust Company, N.A., a national association, as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.4, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d2.3(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]

Appears in 3 contracts

Sources: Indenture (New Gold Inc. /FI), Indenture (New Gold Inc. /FI), Indenture (New Gold Inc. /FI)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]No. R-

Appears in 3 contracts

Sources: Thirtieth Supplemental Indenture (Hewlett Packard Enterprise Co), Supplemental Indenture (Hewlett Packard Enterprise Co), Supplemental Indenture (Hewlett Packard Enterprise Co)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 3 contracts

Sources: Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary Depository or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the DepositaryDepository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 200,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 3 contracts

Sources: Senior Notes Indenture (Kosmos Energy Ltd.), Senior Notes Indenture (Kosmos Energy Ltd.), Senior Notes Indenture (Kosmos Energy Ltd.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary Depository or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the DepositaryDepository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 150,000 and integral multiples of $1,0001,000 in excess thereof (or if a PIK Payment has been made, in denominations of $1.00 and any integral multiple of $1.00 in excess thereof) and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 2 contracts

Sources: Senior Secured Notes Indenture (CIMPRESS PLC), Note and Warrant Purchase Agreement (CIMPRESS PLC)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] [Insert the OID Notes Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 2 contracts

Sources: Senior Notes Indenture (WeWork Inc.), Senior Notes Indenture (We Co.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Issuers that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Issuers within 90 days of such notice or after the Issuer Issuers becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Issuers or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Issuers and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Issuers or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Issuers of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer shall within a reasonable period make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]

Appears in 2 contracts

Sources: Senior Secured Second Lien Notes Indenture (Talos Energy Inc.), Senior Secured Second Lien Notes Indenture (EnVen Energy Corp)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary Depository or (iii) the Issuer, in its sole discretion and subject to the procedures of the DepositaryDepository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 2 contracts

Sources: Senior Notes Indenture (Neogen Corp), Senior Notes Indenture (Garden SpinCo Corp)

Definitive Notes. (a) A Global Note deposited with the Depositary Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.1 of this Appendix A may shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary Depository notifies the Issuer Company that it is unwilling or unable to continue as a Depositary Depository for such Global Note or if at any time the Depositary such Depository ceases to be a "clearing agency" registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, and a successor depositary Depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer becomes aware of such cessationnotice, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositarydiscretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary Depository to the TrusteeTrustee located at its principal corporate trust office, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 1,000 principal amount and any integral multiples of $1,000, multiple thereof and registered in such names as the Depositary Depository shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A2.3(e), bear the Restricted Notes Legendrestricted securities legend set forth in EXHIBIT 1 hereto. (c) The Subject to the provisions of Section 2.4(b), the registered Holder of a Global Note may shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any one of the events specified in Section 2.4(a)(i2.4(a), (ii) or (iii) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons. EXHIBIT 1 to APPENDIX A [Insert the FORM OF FACE OF INITIAL NOTE] [Global Note Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Securities Legend] THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. [Temporary Regulation S Global Note Legend] BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE RULE 144A GLOBAL NOTE OR THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE "40-DAY DISTRIBUTION COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE 903(c)(3) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH THE EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR SYSTEM OR CLEARSTREAM BANKING, SOCIETE ANONYME AND ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF SUCH RESALE RESTRICTIONS, IF THEN APPLICABLE. [Definitive Notes Legend] IN CONNECTION WITH ANY TRANSFER, if applicableTHE 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. 4 No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED TWENTY-FOUR MILLION SIXTY-FIVE THOUSAND DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the provisions Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture] [Insert the OID Legend), if applicableon July 15, pursuant to the 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Trustee, certifies that this is one of the Notes referred to in the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture].

Appears in 2 contracts

Sources: Indenture (Merisant Foreign Holdings I Inc), Indenture (Tabletop Holdings Inc)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee, as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer Issuers that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Issuers within 90 days of such notice or after the Issuer Issuers becomes aware of such cessationevent, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerIssuers, in its their sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects they elect to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer Issuers or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may may, upon the written consent of the Issuers, have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer Issuers and the Trustee and such Opinions opinions of Counselcounsel, certificates or other information as may be required by the Indenture or the Issuer Issuers or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, shall bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer Issuers shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the IndentureISIN [ ]1

Appears in 2 contracts

Sources: Indenture (Alliance Holdings GP, L.P.), Indenture (Alliance Resource Partners Lp)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary Depository or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the DepositaryDepository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 2 contracts

Sources: Senior Notes Indenture (Mativ Holdings, Inc.), Senior Notes Indenture (Schweitzer Mauduit International Inc)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture]

Appears in 2 contracts

Sources: Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A I may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A I and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDTC. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix AI, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix AI, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture].] [If Regulation 144A Global Note - CUSIP: ▇▇▇▇▇▇▇▇▇ ; ISIN: US71424VAA89] [If Regulation S Global Note - CUSIP: ▇▇▇▇▇▇▇▇▇; ISIN: USU7135VAA99] No. [ ] [$______________] promises to pay to [CEDE & CO.1 or registered assigns the principal sum [of $_______ (_______ Dollars)]2 [or such other amount as may be set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto]3 on January 15, 2032. Interest Payment Dates: January 15 and July 15 Record Dates: January 1 and July 1 1 Include in Global Notes. 2 Include in Definitive Notes. 3 Include in Global Notes. IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. PERMIAN RESOURCES OPERATING, LLC By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: COMPUTERSHARE TRUST COMPANY, N.A., as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 2 contracts

Sources: Indenture (Permian Resources Corp), Indenture (Permian Resources Corp)

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and any greater integral multiples multiple of $1,000, 1,000 thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (cb) The Subject to the provisions of Section 2.2(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (dc) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) 3.6 of this Appendix Athe Indenture, the Issuer shall within a reasonable period Company will promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.06 AND APPENDIX A OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CUSIP: 36162J AA4 ISIN: US36162JAA43 No. [ ] Issue Date: September 25, 2014 The GEO Group, Inc., a Florida corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [Insert the Restricted Notes LegendAmount of Note] on October 15, if applicable2024. Interest Payment Dates: April 15 and October 15, pursuant commencing April 15, 2015. Regular Record Dates: April 1 and October 1. Reference is hereby made to the further provisions of this Note set forth on the Indenture] [Insert reverse hereof, which further provisions shall for all purposes have the OID Legendsame effect as if set forth at this place. IN WITNESS WHEREOF, if applicablethe Company has caused this Note to be signed manually or by facsimile by one of its duly authorized officers. THE GEO GROUP, pursuant to the provisions INC. By: Name: Title: This is one of the Indenture] [Insert 5.875% Senior Notes due 2024 referred to in the Global Notes Legendwithin-mentioned Indenture (as such Indenture may be supplemented or amended). Dated: ▇▇▇▇▇ Fargo Bank, if applicableNational Association, pursuant as Trustee By: Capitalized terms used herein shall have the meanings assigned to them in the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant Indenture referred to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]below unless otherwise indicated.

Appears in 1 contract

Sources: Exhibit (Geo Group Inc)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. No. R- CUSIP No. 42824C BT5 [Insert GLOBAL NOTES ONLY] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. Hewlett Packard Enterprise Company, a corporation duly organized and existing under the Restricted laws of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars ($ ) or such other amount indicated on the Schedule of Exchange of Global Notes Legendattached hereto on October 15, 2029 (if such date is not a Business Day, payment of principal, premium, if applicableany, and interest for the Securities will be paid on the next Business Day); provided, however, that no interest on that payment will accrue from and after October 15, 2029, and to pay interest thereon from September 26, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2025, at the rate of 4.550% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Holders of this Security (or one or more Predecessor Securities) at the close of business on the Regular Record Date for such interest, which shall be the 15th calendar day (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest on the Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date for the Securities is not a Business Day, then payment of interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest on such payment shall accrue for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day. So long as all of the Securities of this series are represented by Global Securities, the principal of, premium, if any, and interest, if any, on this Global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities of this series are no longer represented by the Global Securities and are issued in definitive form (“Certificated Securities”), then the principal of, premium, if any, and interest, if any, on each Certificated Security at Maturity shall be paid to the Holder upon surrender of such Certificated Security at the office or agency maintained by the Company in the Borough of Manhattan, The City of New York (which shall initially be the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A., as Trustee) or at such other place or places as may be designated in or pursuant to the Indenture, provided that such Certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to Certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular Record Date or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular Record Date or Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the Indenture] [Insert reverse hereof, which further provisions shall for all purposes have the OID Legendsame effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, if applicable, pursuant this Security shall not be entitled to any benefit under the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Supplemental Indenture (Hewlett Packard Enterprise Co)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary Depository or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the DepositaryDepository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 1 contract

Sources: Senior Notes Indenture (Wolverine World Wide Inc /De/)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 1 contract

Sources: Senior Notes Indenture (IHS Markit Ltd.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. EXHIBIT A [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] No. [RA-[ ]] [RS-[ ]] [RIAI-[ ]] [Up to] $[ ] promises to pay to CEDE & CO. or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of $ ( Dollars)] on October 1, 2025. Interest Payment Dates: April 1 and October 1 Record Dates: March 15 and September 15 IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. Dated: TTM TECHNOLOGIES, INC. By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer This is one of the Notes referred to in the within-mentioned Indenture: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Senior Notes Indenture (TTM Technologies Inc)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary Depository or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the DepositaryDepository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 200,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture].] No. [RS-__] [RIAI-__] [Up to]1 [$______________] Kosmos Energy Ltd. promises to pay to [CEDE & CO.]2 [_______________] or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto]3 [of $_______ (_______ Dollars)]4 on October 13, 2022 (this Note shall be referred to as a “Bridge Note”).

Appears in 1 contract

Sources: Senior Notes Indenture (Kosmos Energy Ltd.)

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof, registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer shall within a reasonable period make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]] No. [A- ] [S- ] [Up to]1 [$ ] promises to pay to [CEDE & CO.]2 [ ] or registered assigns the principal sum [$ ( Dollars), as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto]3 [of $ ( Dollars)]4 on April 15, 2024. Interest Payment Dates: April 15 and October 15, commencing October 15, 20195 Record Dates: April 1 and October 1 1 Include in Global Notes.

Appears in 1 contract

Sources: Indenture (Forestar Group Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with Computershare Trust Company, N.A., a national banking association, as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee Trustees in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may may, upon the written consent of the Company, have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer Company and the U.S. Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the U.S. Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the U.S. Trustee, to be so transferred, in whole or from time to time in part, without charge, and the U.S. Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, shall bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the U.S. Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture].

Appears in 1 contract

Sources: Indenture (Eldorado Gold Corp /Fi)

Definitive Notes. (a) A Beneficial interests in a Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 150,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 1 contract

Sources: Senior Notes Indenture (CIMPRESS PLC)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, and a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after notice, (ii) the Issuer becomes aware of such cessationCompany, at its option, notifies the Trustee in writing that it elects to exchange in whole, but not in part, the Global Note for Definitive Notes, or (ii) an Event of Default has occurred and is continuing and the Registrar has Euroclear or Clearstream have received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenturea beneficial owner thereof. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee or its Authenticating Agent shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 €100,000 and integral multiples of $1,000, €1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert No. RS-[ ] Common Code: ISIN: ▇▇▇▇▇ ▇▇▇▇▇ Foods Company (formerly known as ▇. ▇. ▇▇▇▇▇ Company), a Pennsylvania corporation (hereinafter called the Restricted Notes Legend“Company” or the “Issuer”, if applicablewhich term includes any successor corporation under the Indenture hereinafter referred to), pursuant for value received, hereby promises to pay to BT Globenet Nominees Limited (as nominee of the Depositary), or registered assigns, the principal sum of € on , , and to pay interest thereon from May 25, 2016 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually on in each year, commencing , , at the rate of % per annum until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be (whether or not a Business Day) next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee for the Notes, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose, in Euros. All payments of principal and interest in respect of this Note will be made by the Company in immediately available funds. Additional provisions of this Note are contained on the reverse hereof, and such provisions shall have the same effect as though fully set forth in this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual signature, this Note shall not be entitled to any benefit under the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (Kraft Heinz Co)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company, the Trustee or the TrusteeDepositary. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 1.00 and integral multiples of $1,000, 1.00 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] No. [Insert Up to]1 [$______________] promises to pay to [CEDE & CO.]2 [_______________] or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto]3 [of $_______ (_______ Dollars)]4 on May 31, 2021. Interest Payment Dates: June 30 and December 31 Record Dates: June 15 and December 15 1 Include in Global Notes. 2 Include in Global Notes 3 Include in Global Notes 4 Include in Definitive Notes LegendIN WITNESS HEREOF, if applicable, pursuant the Company has caused this instrument to the provisions be duly executed. Dated: PARAGON OFFSHORE PLC By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture] [Insert : U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the Regulation S Legend, if applicable, pursuant meanings assigned to them in the provisions of the Indenture]Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Senior Notes Indenture (Paragon Offshore PLC)

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof, registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer shall within a reasonable period make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]] No. [A-__] [S-__] [Up to]1 [$ ] promises to pay to [CEDE & CO.]2 [ ] or registered assigns the principal sum [$ ( Dollars), as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto]3 [of $ ( Dollars)]4 on March 1, 2028. Interest Payment Dates: March 1 and September 1, commencing September 1, 20205 Record Dates: February 15 and August 15 1 Include in Global Notes. 2 Include in Global Notes.

Appears in 1 contract

Sources: Indenture (Forestar Group Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. No. R- CUSIP No. 42824C CB3 [Insert GLOBAL NOTES ONLY] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. Hewlett Packard Enterprise Company, a corporation duly organized and existing under the Restricted laws of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars ($ ) or such other amount indicated on the Schedule of Exchange of Global Notes Legendattached hereto on September 15, 2027 (if such date is not a Business Day, payment of principal, premium, if applicableany, and interest for the Securities will be paid on the next Business Day); provided, however, that no interest on that payment will accrue from and after September 15, 2027, and to pay interest thereon from September 15, 2025, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2026, at the rate of 4.050% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Holders of this Security (or one or more Predecessor Securities) at the close of business on the Regular Record Date for such interest, which shall be the 15th calendar day (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest on the Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date for the Securities is not a Business Day, then payment of interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest on such payment shall accrue for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day. So long as all of the Securities of this series are represented by Global Securities, the principal of, premium, if any, and interest, if any, on this Global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities of this series are no longer represented by the Global Securities and are issued in definitive form (“Certificated Securities”), then the principal of, premium, if any, and interest, if any, on each Certificated Security at Maturity shall be paid to the Holder upon surrender of such Certificated Security at the office or agency maintained by the Company in the Borough of Manhattan, The City of New York (which shall initially be the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A., as Trustee) or at such other place or places as may be designated in or pursuant to the Indenture, provided that such Certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to Certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular Record Date or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular Record Date or Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the Indenture] [Insert reverse hereof, which further provisions shall for all purposes have the OID Legendsame effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, if applicable, pursuant this Security shall not be entitled to any benefit under the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Supplemental Indenture (Hewlett Packard Enterprise Co)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3 of this Annex A, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 1 contract

Sources: Senior Notes Indenture (Hanesbrands Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Notes Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]

Appears in 1 contract

Sources: Second Supplemental Indenture (Coterra Energy Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. No. R- CUSIP No. 42824C BU2 [Insert GLOBAL NOTES ONLY] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. Hewlett Packard Enterprise Company, a corporation duly organized and existing under the Restricted laws of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars ($ ) or such other amount indicated on the Schedule of Exchange of Global Notes Legendattached hereto on October 15, 2031 (if such date is not a Business Day, payment of principal, premium, if applicableany, and interest for the Securities will be paid on the next Business Day); provided, however, that no interest on that payment will accrue from and after October 15, 2031, and to pay interest thereon from September 26, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2025, at the rate of 4.850% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Holders of this Security (or one or more Predecessor Securities) at the close of business on the Regular Record Date for such interest, which shall be the 15th calendar day (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest on the Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date for the Securities is not a Business Day, then payment of interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest on such payment shall accrue for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day. So long as all of the Securities of this series are represented by Global Securities, the principal of, premium, if any, and interest, if any, on this Global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities of this series are no longer represented by the Global Securities and are issued in definitive form (“Certificated Securities”), then the principal of, premium, if any, and interest, if any, on each Certificated Security at Maturity shall be paid to the Holder upon surrender of such Certificated Security at the office or agency maintained by the Company in the Borough of Manhattan, The City of New York (which shall initially be the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A., as Trustee) or at such other place or places as may be designated in or pursuant to the Indenture, provided that such Certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to Certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular Record Date or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular Record Date or Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the Indenture] [Insert reverse hereof, which further provisions shall for all purposes have the OID Legendsame effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, if applicable, pursuant this Security shall not be entitled to any benefit under the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Supplemental Indenture (Hewlett Packard Enterprise Co)

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer shall within a reasonable period make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] ISIN [ ]1 No. [Insert A-__] [S-__] [Up to]2 [$ ] promises to pay to [CEDE & CO.]3 [ ] or registered assigns the principal sum [$ ( Dollars), as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto]4 [of $ ( Dollars)]5 on December [•], 2020. Interest Payment Dates: June 15 and December 15, commencing June 15, 2013 Record Dates: June 1 and December 1 1 $ Rule 144A Initial Note CUSIP/ISIN: [11283W AA2 / US11283WAA27] $ Regulation S LegendInitial Note CUSIP/ISIN: [C14459 AA6 / USC14459AA63] 2 Include in Global Notes. 3 Include in Global Notes 4 Include in Global Notes 5 Include in Definitive Notes IN WITNESS HEREOF, if applicable, pursuant the Issuer has caused this instrument to the provisions be duly executed. BROOKFIELD RESIDENTIAL PROPERTIES INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: [ ] [__], [__] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Indenture (Brookfield Residential Properties Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian with the Trustee as custodian pursuant to Section 2.1 of this Appendix A or issued in connection with an Exchange Offer may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Issuers that it is unwilling or unable to continue as a the Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Issuers within 90 ninety (90) days of such notice or after the Issuer becomes Issuers become aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer Issuers or any the Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial ownership interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Issuers and the Trustee and such Opinions of Counsel, certificates or certifications and other information as may be required by the Indenture or the Issuer Issuers or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominationsNotes. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Issuers shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S OID Legend, if applicable, pursuant to the provisions of the Indenture]] No. [RA-__] [RS-__] [U-__] Newmont Corporation, a Delaware corporation (the “Company”) and Newcrest Finance Pty Limited, a company incorporated under the laws of the Commonwealth of Australia (“Newcrest Finance” and, together with the Company, the “Issuers”), for value received, hereby, jointly and severally, promise to pay to CEDE & CO., or its registered assigns, the principal sum of [ ] Dollars[, as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto,] on May 13, 2030. Interest Payment Dates: May 13 and November 13 Record Dates: April 29 and October 30 1 Rule 144A Note CUSIP: 65163L AA7 (OID: 65163L AG4) Rule 144A Note ISIN: US65163LAA70 (OID: US65163LAG41) Regulation S Note CUSIP: Q6684M AA1 (OID: Q6684M AD5) Regulation S Note ISIN: USQ6684MAA10 (OID: USQ6684MAD58) [CUSIP for Unrestricted Global Note: 65163L AB5 (OID: 65163L AH2)] [ISIN for Unrestricted Global Note: US65163LAB53 (OID: US65163LAH24)] IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. Dated: ____________ ___, 20___ NEWMONT CORPORATION NEWCREST FINANCE PTYLIMITED By: Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary This is one of the Notes referred to in the within-mentioned Indenture. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory Dated: _____________ ___, 20___ Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture referred to below, unless otherwise indicated.

Appears in 1 contract

Sources: Indenture

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Issuers that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Issuers within 90 days of such notice or after the Issuer becomes Issuers become aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerIssuers, in its their sole discretion and subject to the procedures of the DepositaryDepository, notifies notify the Trustee in writing that it elects they elect to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Issuers or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Issuers and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Issuers or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the applicable Resale Restriction Period and receipt by the Trustee and the Issuers of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Issuers shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 1 contract

Sources: Senior Notes Indenture (Woodside Homes, Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. In connection with any proposed transfer of Definitive Notes in exchange for Global Notes, the Company or DTC shall be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the IndentureCUSIP [ ] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the IndentureISIN [ ]1

Appears in 1 contract

Sources: Senior Notes Indenture (IHS Markit Ltd.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners Beneficial Owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Partnership that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Partnership within 90 days of such notice or after the Issuer Partnership becomes aware of such cessation, cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Partnership or any Subsidiary Guarantor that is a beneficial owner Beneficial Owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Partnership and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Partnership or the Trustee. (b) Any Global Note that is transferable to the beneficial owners Beneficial Owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Partnership shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. EXHIBIT A-1 [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture].] No. [RA- ] [RS- ] [Up to]2 [$ ] promises to pay to [CEDE & CO.]3 [ ] or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto]4 [of $ ( Dollars)]5 on July 1, 2025. Interest Payment Dates: January 1 and July 1 Record Dates: June 15 and December 15 1 Rule 144A Note CUSIP: 26885B AF7 Rule 144A Note ISIN:US26885BAF76 Regulation S Note CUSIP: U26886 AA6 Regulation S Note ISIN: USU26886AA62 2 Include in Global Notes. 3 Include in Global Notes 4 Include in Global Notes 5 Include in Definitive Notes IN WITNESS HEREOF, the Partnership has caused this instrument to be duly executed. Dated: EQM MIDSTREAM PARTNERS, LP By: EQGP Services, LLC, its general partner By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Senior Notes Indenture (Equitrans Midstream Corp)

Definitive Notes. (a) A Global Note deposited with the Common Depositary or Custodian its nominee pursuant to Section 2.1 of this Appendix A may shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) Euroclear or Clearstream, as the Depositary case may be, notifies the Issuer that it is unwilling or unable to continue as a Depositary depositary for such the Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, Notes and a successor depositary clearing agency is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessationnotice, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the DepositaryEuroclear and/or Clearstream, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Common Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 €100,000 and integral multiples of $1,000, €1,000 in excess thereof and registered in such names as the Common Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d2.3(e) of this Appendix A, bear the Restricted Notes Legend. (c) The Subject to the provisions of Section 2.4(b) of this Appendix A, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture]] No. [144A Global Notes] RA-[•] [Regulation S Global Notes] RS-[•] €[•] DARLING GLOBAL FINANCE B.V. promises to pay to [name of nominee of Common Depositary]2 or registered assigns € ( euros) [(as the same may be revised from time to time on the Schedule of Exchanges of Interests in the Global Note attached hereto)]3 on May 30, 2022. Interest Payment Dates: May 30 and November 30 Record Dates: May 15 and November 15 Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. 1 Rule 144A Note Common Code: 124098645 Rule 144A Note ISIN: XS1240986452 Regulation S Note Common Code: 124098475 Regulation S Note ISIN: XS1240984754 2 Insert in Global Notes 3 Insert in Global Notes IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: DARLING GLOBAL FINANCE B.V. By: Name: Title: By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: CITIBANK, N.A., LONDON BRANCH, as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Senior Notes Indenture (Darling Ingredients Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Second Lien Exchangeable Notes Indenture. In addition, any Affiliate of the Issuer Company, SBG or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Second Lien Exchangeable Notes Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 1.00 and integral multiples of $1,000, 1.00 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Second Lien Exchangeable Notes Indenture or the Second Lien Exchangeable Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Second Lien Exchangeable Notes Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Second Lien Exchangeable Notes Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Second Lien Exchangeable Notes Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Second Lien Exchangeable Notes Indenture].] [Insert the ICA Legend, if applicable, pursuant to the provisions of the Second Lien Exchangeable Notes Indenture.] [Insert the OID Notes Legend, if applicable, pursuant to the provisions of the Second Lien Exchangeable Notes Indenture.] 11.000% (5.000% Cash/6.000% PIK) Second Lien Exchangeable Senior Secured PIK Notes due 2027

Appears in 1 contract

Sources: Second Lien Exchangeable Senior Secured Pik Notes Indenture (WeWork Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary Depository or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the DepositaryDepository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 200,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 1 contract

Sources: Senior Secured Notes Indenture (Kosmos Energy Ltd.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners Beneficial Owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Partnership that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Partnership within 90 days of such notice or after the Issuer Partnership becomes aware of such cessation, cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Partnership or any Subsidiary Guarantor that is a beneficial owner Beneficial Owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Partnership and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Partnership or the Trustee. (b) Any Global Note that is transferable to the beneficial owners Beneficial Owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Partnership shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. EXHIBIT A-1 [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 1 contract

Sources: Senior Notes Indenture (Equitrans Midstream Corp)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, and a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after notice, (ii) the Issuer becomes aware of such cessationCompany, at its option, notifies the Trustee in writing that it elects to exchange in whole, but not in part, the Global Note for Definitive Notes, or (ii) an Event of Default has occurred and is continuing and the Registrar has Euroclear or Clearstream have received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenturea beneficial owner thereof. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee or its Authenticating Agent shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 €100,000 and integral multiples of $1,000, €1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert No. RS-[ ] Common Code: ISIN: ▇. ▇. ▇▇▇▇▇ Company, a Pennsylvania corporation (hereinafter called the Restricted Notes Legend“Company” or the “Issuer”, if applicablewhich term includes any successor corporation under the Indenture hereinafter referred to), pursuant for value received, hereby promises to pay to Société Générale Bank and Trust Luxembourg, Common Depositary Account, or registered assigns, the principal sum of € on June 30, 2023, and to pay interest thereon from July 1, 2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually on June 30 in each year, commencing June 30, 2016, at the rate of 2.000% per annum until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be June 15 (whether or not a Business Day) next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee for the Notes, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose (initially the principal corporate trust office of the Paying Agent in Luxembourg), in Euros. All payments of principal and interest in respect of this Note will be made by the Company in immediately available funds. Additional provisions of this Note are contained on the reverse hereof, and such provisions shall have the same effect as though fully set forth in this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual signature, this Note shall not be entitled to any benefit under the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: First Supplemental Indenture (Kraft Heinz Co)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A I may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A I and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDTC. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix AI, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix AI, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] [[Insert the OID Notes Legend, if applicable, pursuant to the provisions of the Indenture.]]

Appears in 1 contract

Sources: Indenture (Centennial Resource Development, Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive certificated Notes under the this Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate in accordance with Section 2.02 of this Indenture and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d2.3(e) of this Appendix A, bear the Restricted Notes Legend. (c) The Subject to the provisions of Section 2.4(b) of this Appendix A, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] No. [Up to] [$ ] promises to pay to [CEDE & CO.]1 or registered assigns [the principal sum set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto]2 [$ ( Dollars)]3 on June 1, 2026. Interest Payment Dates: June 1 and December 1 Record Dates: May 15 and November 15 1 Insert in Global Notes 2 Insert in Global Notes 3 Insert in Definitive Notes IN WITNESS HEREOF, the Regulation S LegendIssuer has caused this instrument to be duly executed. Dated: UNIVERSAL HEALTH SERVICES, if applicableINC., pursuant to the provisions as Issuer By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture]: Dated: MUFG UNION BANK, N.A., AS TRUSTEE By: Name: Title: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Indenture (Universal Health Services Inc)

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and upon receipt of an Authentication Order, the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof, registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer shall within a reasonable period make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] No. [Insert A-__] [S-__] [$ ] promises to pay to [CEDE & CO.]1 [ ] or registered assigns the Regulation S Legendprincipal sum [$____ (_____ Dollars), if as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto]2 [of $ ____ (_____ Dollars)]3 on September 15, 2032. Interest Payment Dates: March 15 and September 15, commencing March 15, 20264 Record Dates: March 1 and September 1 1 Include in Global Notes. 2 Include in Global Notes. 3 Include in Definitive Notes. 4 To be revised for Additional Notes, as applicable. IN WITNESS HEREOF, pursuant the Issuer has caused this instrument to the provisions be duly executed. MILLROSE PROPERTIES, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: CITIBANK, N.A., as Trustee By: Authorized Signatory Dated: [_________] [__], [__] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Indenture (Millrose Properties, Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. No. R- CUSIP No. 42824C BY4 [Insert GLOBAL NOTES ONLY] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. Hewlett Packard Enterprise Company, a corporation duly organized and existing under the Restricted laws of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars ($) or such other amount indicated on the Schedule of Exchange of Global Notes Legendattached hereto on September 15, 2028 (if such date is not a Business Day, payment of principal, premium, if applicableany, and interest for the Securities will be paid on the next Business Day); provided, however, that no interest on that payment will accrue from and after September 15, 2028, and to pay interest thereon from September 15, 2025, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on March 15, June 15, September 15 and December 15 of each year (each, an “Interest Payment Date”), commencing December 15, 2025, as described on the reverse of this Security, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Holders of this Security (or one or more Predecessor Securities) at the close of business on the Regular Record Date for such interest, which shall be the 15th calendar day (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. So long as all of the Securities of this series are represented by Global Securities, the principal of, premium, if any, and interest, if any, on this Global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities of this series are no longer represented by the Global Securities and are issued in definitive form (“Certificated Securities”), then the principal of, premium, if any, and interest, if any, on each Certificated Security at Maturity shall be paid to the Holder upon surrender of such Certificated Security at the office or agency maintained by the Company in the Borough of Manhattan, The City of New York (which shall initially be the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A., as Trustee) or at such other place or places as may be designated in or pursuant to the Indenture, provided that such Certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to Certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular Record Date or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular Record Date or Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the Indenture] [Insert reverse hereof, which further provisions shall for all purposes have the OID Legendsame effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, if applicable, pursuant this Security shall not be entitled to any benefit under the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Twenty Ninth Supplemental Indenture (Hewlett Packard Enterprise Co)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3. no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 1 contract

Sources: Senior Notes Indenture (Paragon Offshore PLC)

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof, registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer shall within a reasonable period make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]

Appears in 1 contract

Sources: Indenture (Forestar Group Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. No. R- CUSIP No. 42824C BR9 [Insert GLOBAL NOTES ONLY] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. Hewlett Packard Enterprise Company, a corporation duly organized and existing under the Restricted laws of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars ($ ) or such other amount indicated on the Schedule of Exchange of Global Notes Legendattached hereto on September 25, 2026 (if such date is not a Business Day, payment of principal, premium, if applicableany, and interest for the Securities will be paid on the next Business Day); provided, however, that no interest on that payment will accrue from and after September 25, 2026, and to pay interest thereon from September 26, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 25 and September 25 of each year, commencing March 25, 2025, at the rate of 4.450% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Holders of this Security (or one or more Predecessor Securities) at the close of business on the Regular Record Date for such interest, which shall be the 15th calendar day (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest on the Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date for the Securities is not a Business Day, then payment of interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest on such payment shall accrue for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day. So long as all of the Securities of this series are represented by Global Securities, the principal of, premium, if any, and interest, if any, on this Global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities of this series are no longer represented by the Global Securities and are issued in definitive form (“Certificated Securities”), then the principal of, premium, if any, and interest, if any, on each Certificated Security at Maturity shall be paid to the Holder upon surrender of such Certificated Security at the office or agency maintained by the Company in the Borough of Manhattan, The City of New York (which shall initially be the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A., as Trustee) or at such other place or places as may be designated in or pursuant to the Indenture, provided that such Certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to Certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular Record Date or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular Record Date or Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the Indenture] [Insert reverse hereof, which further provisions shall for all purposes have the OID Legendsame effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, if applicable, pursuant this Security shall not be entitled to any benefit under the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Supplemental Indenture (Hewlett Packard Enterprise Co)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary Depository or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the DepositaryDepository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] No. [RA- ] [RS- ] [RIAI- ] [U- ] [$ ] promises to pay to [CEDE & CO.]3 [ ]2 or registered assigns the principal sum of Dollars ($ ) on December 1, 2025. Interest Payment Dates: June 1 and December 1 Record Dates: May 15 and November 15 1 Rule 144A Note CUSIP: 577128 AA9 Rule 144A Note ISIN: US577128AA93 Regulation S Note CUSIP: U57624 AA3 Regulation S Note ISIN: USU57624AA31 IAI Note CUSIP: 577128 AB7 IAI Note ISIN: US577128AB76 2 Include in Definitive Notes. 3 Include in Global Notes. IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. Dated: ▇▇▇▇▇▇▇▇ INTERNATIONAL CORPORATION By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Indenture (Matthews International Corp)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners Beneficial Owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Partnership that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Partnership within 90 days of such notice or after the Issuer Partnership becomes aware of such cessation, cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Partnership or any Subsidiary Guarantor that is a beneficial owner Beneficial Owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Partnership and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Partnership or the Trustee. (b) Any Global Note that is transferable to the beneficial owners Beneficial Owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Partnership shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. EXHIBIT A-1 [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture].] No. [RA- ] [RS- ] [Up to]2 [$ ] promises to pay to [CEDE & CO.]3 [ ] or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto]4 [of $ ( Dollars)]5 on June 1, 2027. Interest Payment Dates: June 1 and December 1, commencing on December 1, 2022 Record Dates: May 15 and November 15 1 Rule 144A Note CUSIP: ▇▇▇▇▇▇▇▇▇ Rule 144A Note ISIN: US26885BAM28 Regulation S Note CUSIP: ▇▇▇▇▇▇▇▇▇ Regulation S Note ISIN: USU26886AE84 2 Include in Global Notes. 3 Include in Global Notes 4 Include in Global Notes 5 Include in Definitive Notes IN WITNESS HEREOF, the Partnership has caused this instrument to be duly executed. Dated: EQM MIDSTREAM PARTNERS, LP By: EQGP Services, LLC, its general partner By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Senior Notes Indenture (Equitrans Midstream Corp)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this First Lien Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this First Lien Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 1.00 and integral multiples of $1,000, 1.00 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this First Lien Indenture or the First Lien Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. EXHIBIT A [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the First Lien Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the First Lien Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the First Lien Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the First Lien Indenture.] [Insert the ICA Legend, if applicable, pursuant to the provisions of the First Lien Indenture.] [Insert the OID Notes Legend, if applicable, pursuant to the provisions of the First Lien Indenture.]

Appears in 1 contract

Sources: First Lien Senior Secured Pik Notes Indenture (WeWork Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with Computershare Trust Company, N.A., a national association, as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.4, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d2.3(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Canadian Restricted Legend, if applicable, pursuant to the provisions of the Indenture]

Appears in 1 contract

Sources: Indenture (Ero Copper Corp.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A or issued in connection with an Exchange Offer may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 100,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert RESTRICTED NOTES ONLY] [THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH GE HEALTHCARE HOLDING LLC (THE “ISSUER”) OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [GLOBAL NOTES ONLY] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] [REGULATION S NOTES ONLY] [BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.] No. [●] CUSIP No.: ▇▇▇▇▇▇▇▇▇ (144A) / ▇▇▇▇▇▇▇▇▇ (Reg S)] GE HEALTHCARE HOLDING LLC, a Delaware limited liability company (the Restricted Notes Legend“Company”), if applicablefor value received promises to pay to [ ] or registered assigns the principal sum of [●] on November 15, pursuant 2024 (the “Stated Maturity”). Interest Payment Dates: May 15 and November 15 (each, an “Interest Payment Date”), commencing on May 15, 2023, and upon the Stated Maturity. Interest Record Dates: May 1 and November 1 (each, a “Regular Record Date”). Reference is made to the further provisions of this Note contained herein, which will for all purposes have the Indenture] [Insert the OID Legend, same effect as if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]set forth at this place.

Appears in 1 contract

Sources: First Supplemental Indenture (General Electric Co)

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer Issuers at any time that it is unwilling or unable to continue as a Depositary depositary for such the Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, Notes and a successor depositary is not appointed by the Issuer within 90 days days; (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days; (iii) the Issuers, at their option, notify the Trustee that they elect to cause the issuance of such notice or after Definitive Notes and any participant requests a Definitive Note in accordance with procedures of the Issuer becomes aware of such cessation, Depositary procedures; or (iiiv) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer Issuers or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Issuers or the Trustee. Notwithstanding any other provisions of this Appendix A, in no event shall the Regulation S Global Note be exchanged by the Issuers for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer shall within a reasonable period make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]] No. [A- ] [S- ] [$ ] promise to pay to [CEDE & CO.]2 [ ] or registered assigns the principal sum of [$ ( Dollars), as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto]3 [$ ( Dollars)]4 on November 15, 2025. Interest Payment Dates: May 15 and November 15, commencing May 15, 20185 Record Dates: May 1 and November 1 1 Rule 144A Initial Note CUSIP/ISIN: Regulation S Initial Note CUSIP/ISIN: 33834Y AA6 / US33834YAA64 ▇▇▇▇▇▇ ▇▇▇ / ▇▇▇▇▇▇▇▇▇▇▇▇ 2 Include in Global Notes 3 Include in Global Notes 4 Include in Definitive Notes 5 To be revised for Additional Notes as applicable.

Appears in 1 contract

Sources: Indenture (Five Point Holdings, LLC)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A I may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A I and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDTC. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix AI, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix AI, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] [Insert the OID Notes Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 1 contract

Sources: Indenture (Centennial Resource Development, Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian with the Trustee as custodian pursuant to Section 2.1 of this Appendix A or issued in connection with an Exchange Offer may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Issuers that it is unwilling or unable to continue as a the Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Issuers within 90 ninety (90) days of such notice or after the Issuer becomes Issuers become aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer Issuers or any the Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial ownership interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Issuers and the Trustee and such Opinions of Counsel, certificates or certifications and other information as may be required by the Indenture or the Issuer Issuers or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominationsNotes. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Issuers shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S OID Legend, if applicable, pursuant to the provisions of the Indenture]

Appears in 1 contract

Sources: Indenture (NEWMONT Corp /DE/)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 3 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 3 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 4 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d) 3 of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii4(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] ISIN [ ]1

Appears in 1 contract

Sources: Senior Notes Indenture (Caci International Inc /De/)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture].

Appears in 1 contract

Sources: Note Purchase Agreement (WeWork Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A 2.01 may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.02 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.03 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.03 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.02(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that who may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.03(a) of this Appendix A, the Issuer shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture].

Appears in 1 contract

Sources: Indenture (Insight Enterprises Inc)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture].

Appears in 1 contract

Sources: Senior Notes Indenture (IHS Markit Ltd.)

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and any greater integral multiples multiple of $1,000, 1,000 thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (cb) The Subject to the provisions of Section 2.2(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (dc) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) 3.6 of this Appendix Athe Indenture, the Issuer shall within a reasonable period Company will promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.06 AND APPENDIX A OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CUSIP: 36162J AB2 ISIN: US36162JAB26 No. [ ] **$ ** Issue Date: April 18, 2016 The GEO Group, Inc., a Florida corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [Insert the Restricted Notes LegendAmount of Note] on April 15, if applicable2026. Interest Payment Dates: April 15 and October 15, pursuant commencing October 15, 2016. Regular Record Dates: April 1 and October 1. Reference is hereby made to the further provisions of this Note set forth on the Indenture] [Insert reverse hereof, which further provisions shall for all purposes have the OID Legend, same effect as if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]set forth at this place.

Appears in 1 contract

Sources: Execution Version (Geo Group Inc)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof (or if any PIK Payment has been made, in minimum denominations of $1.00 and in integral multiples of $1.00 in excess thereof) and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] [Insert the OID Notes Legend, if applicable, pursuant to the provisions of the Indenture.] ISIN [ ]1 No. [RA-__] [RS-__] [RIAI-__] [U-__] $[______________] promises to pay to [●] or registered assigns the principal sum of $[__________] ([__________] Dollars) on March 15, 2025, [as such amount may be changed from time to time pursuant to the Schedule of Exchanges of Interests in the Global Note attached hereto]2. Interest Payment Dates: February 15 and August 15 Record Dates: February 1 and August 1 1 If applicable. 2 To be included in Global Notes only. IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. Dated: WEWORK COMPANIES LLC By: Name: Title: WW CO-OBLIGOR INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Senior Secured Notes Indenture (WeWork Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A I may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A I and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDTC. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix AI, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix AI, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. EXHIBIT A [FORM OF FACE OF NOTE] [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] [[Insert the OID Notes Legend, if applicable, pursuant to the provisions of the Indenture.]] [If Regulation 144A Global Note – CUSIP: 15138AAC▇; ▇▇▇▇: US15138AAC45] [If Regulation S Global Note – CUSIP: U14008AB▇; ▇▇▇▇: USU14008AB94] [If IAI Global Note – CUSIP: 15138AAD▇; ▇▇▇▇: US15138AAD28] GLOBAL NOTE

Appears in 1 contract

Sources: Indenture (Centennial Resource Development, Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trustee. (bcontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) . The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) . In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] [Insert the OID Notes Legend, if applicable, pursuant to the provisions of the Indenture.] No. [RA- ] [RS- ] [RIAI- ] [U- ] $[ ] promises to pay to CEDE & CO. or registered assigns the principal sum set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto of $[ ] ([ ] Dollars) on February 12, 2023. Interest Payment Dates: February 15 and August 15 Record Dates: February 1 and August 1 IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. Dated: WEWORK COMPANIES LLC By: Name: Title: WW CO-OBLIGOR INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: [●], as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Master Senior Secured Notes Note Purchase Agreement (WeWork Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Notes Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture].

Appears in 1 contract

Sources: Third Supplemental Indenture (Coterra Energy Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the DepositaryDepository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 200,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 1 contract

Sources: Senior Notes Indenture (Kosmos Energy Ltd.)

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and upon receipt of an Authentication Order, the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof, registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer shall within a reasonable period make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] No. [Insert A-__] [S-__] [$ ] promises to pay to [CEDE & CO.]1 [ ] or registered assigns the Regulation S Legendprincipal sum [$____ (_____ Dollars), if as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto]2 [of $ ____ (_____ Dollars)]3 on August 1, 2030. Interest Payment Dates: February 15 and August 15, commencing February 15, 20264 Record Dates: February 1 and August 1 1 Include in Global Notes. 2 Include in Global Notes. 3 Include in Definitive Notes. 4 To be revised for Additional Notes, as applicable. IN WITNESS HEREOF, pursuant the Issuer has caused this instrument to the provisions be duly executed. MILLROSE PROPERTIES, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: CITIBANK, N.A., as Trustee By: Authorized Signatory Dated: [_________] [__], [__] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Indenture (Millrose Properties, Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] [Insert the OID Notes Legend, if applicable, pursuant to the provisions of the Indenture.] No. [RA-__] [RS-__] [RIAI-__] [U-__] $[______________] promises to pay to CEDE & CO. or registered assigns the principal sum set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto of $[_______] ([_______] Dollars) on July [10], 2025. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. Dated: WEWORK COMPANIES LLC By: Name: Title: WEWORK CO. INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Senior Notes Indenture (WeWork Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Issuers that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Issuers within 90 days of such notice or after the Issuer becomes Issuers become aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Issuers or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Issuers and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Issuers or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Issuers of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall shall, upon receipt of an Authentication Order, authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Issuers shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]

Appears in 1 contract

Sources: Senior Notes Indenture (Intrepid Aviation LTD)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 1.00 and integral multiples of $1,000, 1.00 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S OID Legend, if applicable, pursuant to the provisions of the Indenture.] [Insert the ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] No. [144A-__] [S-_] [IAI-__][U-__] [Initially]8 [$ ] promises to pay to [CEDE & CO.]9 [ ]or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto]10 [$ ( Dollars)]11 on [__], 2030. [Interest Payment Dates: [__] Record Dates: The business day prior to the Interest Payment Date 7 Rule 144A Note CUSIP: 48253L AD8 Rule 144A Note ISIN: US48253LAD82 Regulation S Note CUSIP: U4949E AC6 Regulation S Note ISIN: USU4949EAC67 IAI Note CUSIP: 48253L AE6 IAI Note ISIN: US48253LAE65 8 Include in Global Notes. 9 Include in Global Notes 10 Include in Global Notes 11 Include in Definitive Notes IN WITNESS HEREOF, the Issuer has rinsed this instrument to be duly executed. Dated: KLX ENERGY SERVICES HOLDINGS, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Securities Purchase Agreement (KLX Energy Services Holdings, Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under this Indenture and any participant in DTC requests a Definitive Note in accordance with the Indentureapplicable procedures of DTC. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the IndentureISIN [ ]1

Appears in 1 contract

Sources: Senior Secured Notes Indenture (Spanish Broadcasting System Inc)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Issuers that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Issuers within 90 days of such notice or after the Issuer becomes Issuers become aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer Issuers or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Issuers and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Issuers or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Issuers shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture]

Appears in 1 contract

Sources: Indenture (Venator Materials PLC)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. No. R- CUSIP No. 42824C BV0 [Insert GLOBAL NOTES ONLY] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. Hewlett Packard Enterprise Company, a corporation duly organized and existing under the Restricted laws of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars ($ ) or such other amount indicated on the Schedule of Exchange of Global Notes Legendattached hereto on October 15, 2034 (if such date is not a Business Day, payment of principal, premium, if applicableany, and interest for the Securities will be paid on the next Business Day); provided, however, that no interest on that payment will accrue from and after October 15, 2034, and to pay interest thereon from September 26, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2025, at the rate of 5.000% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Holders of this Security (or one or more Predecessor Securities) at the close of business on the Regular Record Date for such interest, which shall be the 15th calendar day (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest on the Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date for the Securities is not a Business Day, then payment of interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest on such payment shall accrue for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day. So long as all of the Securities of this series are represented by Global Securities, the principal of, premium, if any, and interest, if any, on this Global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities of this series are no longer represented by the Global Securities and are issued in definitive form (“Certificated Securities”), then the principal of, premium, if any, and interest, if any, on each Certificated Security at Maturity shall be paid to the Holder upon surrender of such Certificated Security at the office or agency maintained by the Company in the Borough of Manhattan, The City of New York (which shall initially be the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A., as Trustee) or at such other place or places as may be designated in or pursuant to the Indenture, provided that such Certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to Certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular Record Date or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular Record Date or Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the Indenture] [Insert reverse hereof, which further provisions shall for all purposes have the OID Legendsame effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, if applicable, pursuant this Security shall not be entitled to any benefit under the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Supplemental Indenture (Hewlett Packard Enterprise Co)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary Depository or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the DepositaryDepository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] [[Insert the OID Notes Legend, if applicable, pursuant to the provisions of the Indenture.]] No. [RA-__] [RS-__] [RIAI-__] [U-__] [Up to]2 [$ ] promises to pay to [CEDE & CO.]3 [ ] or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto]4 [of $ ( Dollars)]5 on October 1, 2024. Interest Payment Dates: April 1 and October 1 Record Dates: March 15 and September 15 1 Rule 144A Note CUSIP: 109641 AH3 Rule 144A Note ISIN: US109641AH39 Regulation S Note CUSIP: U6223W AB0 Regulation S Note ISIN: USU6223WAB01 IAI Note CUSIP: ▇▇▇▇▇▇ ▇▇▇ IAI Note ISIN: US109641AJ94 3 Include in Global Notes 4 Include in Global Notes 5 Include in Definitive Notes IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. Dated: ▇▇▇▇▇▇▇ INTERNATIONAL, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Senior Notes Indenture (Brinker International Inc)

Definitive Notes. (a) A Global Note Security deposited with the Depositary or Custodian with the Trustee as custodian for the Depositary pursuant to Section 2.1 of this Appendix A may shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global NoteSecurity, in exchange for such Global NoteSecurity, only in the circumstances described in Section 2.17 of the Base Indenture and only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominationshereof. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note Security shall, except as otherwise provided by Section 2.3(d) of this Appendix A2.3, bear the Restricted Notes Legend. (cb) In no event shall beneficial interests in the Temporary Regulation S Global Note be transferred or exchanged for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of Regulation S under the Securities Act. [Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇), a New York corporation (“DTC”), shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of DTC to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered Holder in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]* * To be included only if the Security is a Global Security. THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A “U.S. PERSON” AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS ACQUIRED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) [IN THE CASE OF NOTES INITIALLY ISSUED TO QIBS: THAT IS ONE YEAR (OR SUCH SHORTER PERIOD AS IS PRESCRIBED BY RULE 144 UNDER THE SECURITIES ACT AS THEN IN EFFECT OR ANY SUCCESSOR RULE WITHOUT ANY VOLUME OR MANNER OF SALE RESTRICTIONS OR COMPLIANCE BY THE COMPANY WITH ANY CURRENT PUBLIC INFORMATION REQUIREMENTS THEREUNDER) AFTER THE LATER OF THE ISSUE DATE AND THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WERE THE OWNER OF SUCH SECURITY (OR ANY PREDECESSOR THERETO)] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATIONS S] ONLY (A) TO THE COMPANY, THE SUBSIDIARY GUARANTORS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO OFFERS AND SALES TO PERSONS WHO ARE NOT U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OR LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED, THAT THE COMPANY AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE OR PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE REVERSE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS OR (3) NO ADVICE PROVIDED BY US OR ANY OF OUR AFFILIATES HAS FORMED A PRIMARY BASIS FOR MAKING ANY INVESTMENT OR OTHER DECISION FOR OR ON BEHALF OF SUCH PLAN IN CONNECTION WITH THE NOTES OR THE EXERCISE OF ANY RIGHTS WITH RESPECT TO THE NOTES. Each Temporary Regulation S Global Note may grant proxies and otherwise authorize shall also bear the following legend: THE RIGHTS ATTACHING TO THIS TEMPORARY REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING (I) THE EXCHANGE OF BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR RULE 144A GLOBAL NOTE AND (II) THE TRANSFER OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE, ARE AS SPECIFIED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. $ ▇▇▇▇▇▇▇▇▇-UTI Energy, Inc., a Delaware corporation (the “Company,” which term includes any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take successor Person under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(ihereinafter referred to), (ii) for value received, promises to pay to or (iii) registered assigns, the principal sum of Dollars [, or such greater or lesser amount as indicated on the Schedule of Exchanges of Securities hereto,]* on February 1, 2028. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 Reference is hereby made to the further provisions of this Appendix ASecurity set forth on the reverse hereof, which further provisions shall for all purposes have the Issuer shall within same effect as if set forth at this place. * To be included only if the Security is a reasonable period make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]Security.

Appears in 1 contract

Sources: First Supplemental Indenture (Patterson Uti Energy Inc)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A 2.01 may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.02 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.03 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of [[DMS:6148180v7:08/15/2023--05:19 PM]] each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.03 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.02(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that who may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.03(a) of this Appendix A, the Issuer shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [[DMS:6148180v7:08/15/2023--05:19 PM]] [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture]] [Face of Note] No. _______ ISIN No. _____________ [Initially]1 $[_________] CUSIP 2

Appears in 1 contract

Sources: Indenture (RingCentral, Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer Issuers that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Issuers within 90 days of such notice or after the Issuer becomes Issuers become aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerIssuers, in its their sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer Issuers or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer Issuers and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Issuers or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer Issuers shall within a reasonable period make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the IndentureISIN [ ]1

Appears in 1 contract

Sources: Indenture (Brookfield Residential Properties Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A I may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A I and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDTC. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix AI, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix AI, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture].] No. [ ⚫ ] [$ ] promises to pay to [CEDE & CO.]1 or registered assigns the principal sum [of $ ( Dollars)]2 [(or such other amount as may be set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto)]3 on February 1, 2033. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 1 Include in Global Notes. 2 Include in Definitive Notes. 3 Include in Global Notes. IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. PERMIAN RESOURCES OPERATING, LLC By: Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to in the within-mentioned Indenture: COMPUTERSHARE TRUST COMPANY, N.A., as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Indenture (Permian Resources Corp)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the IssuerCompany, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. EXHIBIT A [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] No. [RA-[_]] [RS-[_]] [RIAI-[_]] [Up to] $[________] TTM TECHNOLOGIES, INC. promises to pay to CEDE & CO. or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of $_______ (_______ Dollars)] on March 1, 2029. Interest Payment Dates: March 1 and September 1 Record Dates: February 15 and August 15 IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. Dated: TTM TECHNOLOGIES, INC. By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer This is one of the Notes referred to in the within-mentioned Indenture: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Senior Notes Indenture (TTM Technologies Inc)

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof, registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer shall within a reasonable period make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]] No. [A-__] [S-__] [Up to]1 [$ ] promises to pay to [CEDE & CO.]2 [ ] or registered assigns the principal sum [$____ (_____ Dollars), as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto]3 [of $ ____ (_____ Dollars)]4 on March 15, 2033. Interest Payment Dates: March 15 and September 15, commencing September 15, 20255 Record Dates: March 1 and September 1 1 Include in Global Notes. 2 Include in Global Notes.

Appears in 1 contract

Sources: Indenture (Forestar Group Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive certificated Notes under the this Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate in accordance with Section 2.02 of this Indenture and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d2.3(e) of this Appendix A, bear the Restricted Notes Legend. (c) The Subject to the provisions of Section 2.4(b) of this Appendix A, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S OID Notes Legend, if applicable, pursuant to the provisions of the Indenture] No. [Up to] [$ ] promises to pay to [CEDE & CO.]1 or registered assigns [the principal sum set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto]2 [$ ( Dollars)]3 on August 1, [2019][2022]. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 1 Insert in Global Notes 2 Insert in Global Notes 3 Insert in Definitive Notes IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: UNIVERSAL HEALTH SERVICES, INC., as Issuer By Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: Dated: MUFG UNION BANK, N.A., as Trustee By: Name: Title: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Indenture (Universal Health Services Inc)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. No. R- CUSIP No. 42824C BW8 [Insert GLOBAL NOTES ONLY] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. Hewlett Packard Enterprise Company, a corporation duly organized and existing under the Restricted laws of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars ($ ) or such other amount indicated on the Schedule of Exchange of Global Notes Legendattached hereto on October 15, 2054 (if such date is not a Business Day, payment of principal, premium, if applicableany, and interest for the Securities will be paid on the next Business Day); provided, however, that no interest on that payment will accrue from and after October 15, 2054, and to pay interest thereon from September 26, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2025, at the rate of 5.600% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Holders of this Security (or one or more Predecessor Securities) at the close of business on the Regular Record Date for such interest, which shall be the 15th calendar day (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest on the Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date for the Securities is not a Business Day, then payment of interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest on such payment shall accrue for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day. So long as all of the Securities of this series are represented by Global Securities, the principal of, premium, if any, and interest, if any, on this Global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities of this series are no longer represented by the Global Securities and are issued in definitive form (“Certificated Securities”), then the principal of, premium, if any, and interest, if any, on each Certificated Security at Maturity shall be paid to the Holder upon surrender of such Certificated Security at the office or agency maintained by the Company in the Borough of Manhattan, The City of New York (which shall initially be the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A., as Trustee) or at such other place or places as may be designated in or pursuant to the Indenture, provided that such Certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to Certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular Record Date or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular Record Date or Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the Indenture] [Insert reverse hereof, which further provisions shall for all purposes have the OID Legendsame effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, if applicable, pursuant this Security shall not be entitled to any benefit under the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Supplemental Indenture (Hewlett Packard Enterprise Co)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A or issued in connection with an Exchange Offer may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. [Insert •] CUSIP No.: 36266G AA5 GE HEALTHCARE TECHNOLOGIES INC., a Delaware limited liability company (the Restricted Notes Legend“Company”), if applicablefor value received promises to pay to [ ] or registered assigns the principal sum of [•] on August 14, pursuant 2029 (the “Stated Maturity”). Interest Payment Dates: February 14 and August 14 (each, an “Interest Payment Date”), commencing on February 14, 2025, and upon the Stated Maturity. Interest Record Dates: January 30 and July 30 (each, a “Regular Record Date”). Reference is made to the further provisions of this Note contained herein, which will for all purposes have the Indenture] [Insert the OID Legend, same effect as if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]set forth at this place.

Appears in 1 contract

Sources: Second Supplemental Indenture (GE HealthCare Technologies Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or Custodian with the Trustee as custodian pursuant to Section 2.1 of this Appendix A or issued in connection with an Exchange Offer may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Issuers that it is unwilling or unable to continue as a the Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Issuers within 90 ninety (90) days of such notice or after the Issuer becomes Issuers become aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Issuer Issuers or any the Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial ownership interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Issuers and the Trustee and such Opinions of Counsel, certificates or certifications and other information as may be required by the Indenture or the Issuer Issuers or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominationsNotes. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Issuers shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]EXHIBIT A

Appears in 1 contract

Sources: Indenture (NEWMONT Corp /DE/)

Definitive Notes. (a) A Global Note deposited with the Common Depositary or Custodian its nominee pursuant to Section 2.1 of this Appendix A may shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) Euroclear or Clearstream, as the Depositary case may be, notifies the Issuer that it is unwilling or unable to continue as a Depositary depositary for such the Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, Notes and a successor depositary clearing agency is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessationnotice, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the DepositaryEuroclear and/or Clearstream, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the this Indenture. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Issuer and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Common Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 €100,000 and integral multiples of $1,000, €1,000 in excess thereof and registered in such names as the Common Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d2.3(e) of this Appendix A, bear the Restricted Notes Legend. (c) The Subject to the provisions of Section 2.4(b) of this Appendix A, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Issuer shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture]

Appears in 1 contract

Sources: Senior Notes Indenture (Darling Ingredients Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners Beneficial Owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Partnership that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Partnership within 90 days of such notice or after the Issuer Partnership becomes aware of such cessation, cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Partnership or any Subsidiary Guarantor that is a beneficial owner Beneficial Owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Partnership and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Partnership or the Trustee. (b) Any Global Note that is transferable to the beneficial owners Beneficial Owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Partnership shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]

Appears in 1 contract

Sources: Senior Notes Indenture (Equitrans Midstream Corp)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A or issued in connection with an Exchange Offer may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer or any Subsidiary Guarantor Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuer Company or the Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(d) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. [Insert ●] CUSIP No.: 36266G AB3 ISIN No.: US36266GAB32 $[●] GE HEALTHCARE TECHNOLOGIES INC., a Delaware corporation (the Restricted Notes Legend“Company”), if applicablefor value received promises to pay to [_________] or registered assigns the principal sum of [●] on January 15, pursuant 2031 (the “Stated Maturity”). Interest Payment Dates: January 15 and July 15 (each, an “Interest Payment Date”), commencing on January 15, 2026, and upon the Stated Maturity. Interest Record Dates: December 31 and June 30 (each, a “Regular Record Date”). Reference is made to the further provisions of this Note contained herein, which will for all purposes have the Indenture] [Insert the OID Legend, same effect as if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable, pursuant to the provisions of the Indenture]set forth at this place.

Appears in 1 contract

Sources: Third Supplemental Indenture (GE HealthCare Technologies Inc.)

Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 2.2 of this Appendix A and (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Issuer Company becomes aware of such cessation, cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the IndentureDepository. In addition, any Affiliate of the Issuer Company or any Subsidiary Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, Note by providing a written request to the Issuer Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the this Indenture or the Issuer Company or Trustee. Notwithstanding anything to the Trusteecontrary in this Section 2.3 of this Annex A, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000, 1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d2.2(e) of this Appendix A, bear the Restricted Notes Legend. (c) The registered Holder holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder holder is entitled to take under the this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii2.3(a) of this Appendix A, the Issuer Company shall within a reasonable period promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Insert the Regulation S ERISA Legend, if applicable, pursuant to the provisions of the Indenture].] No. [RA-__] [RS-__] [RIAI-__] [Up to][$_____________]2 promises to pay to [CEDE & CO.]3 [_______________] or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto]4 [of $_______ (_______ Dollars)]5 on May 15, 2025. Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 1 Rule 144A Note CUSIP: [●] Rule 144A Note ISIN: [●] Regulation S Note CUSIP: [●] Regulation S Note ISIN: [●] IAI Note CUSIP: [●] 2 Include in Global Notes. 3 Include in Global Notes. 4 Include in Global Notes. 5 Include in Definitive Notes IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. Dated: HANESBRANDS INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Sources: Senior Notes Indenture (Hanesbrands Inc.)