Delivery, Form and Denomination Clause Samples

Delivery, Form and Denomination. The 2020 Notes initially will be represented by a single temporary global note in bearer form (the “Temporary Global Note”), without interest coupons, which will be deposited with and held by JPMorgan Chase Bank, N.A., London Branch, as common depositary (the “Common Depositary”) for Euroclear Bank S.A./N.V. as the operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”). Not earlier than the Exchange Date, beneficial interests in the Temporary Global Note will be exchangeable outside the United States of America (including the States and the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands) (the “United States”) for an equal aggregate principal amount of beneficial interests in a single permanent global note in bearer form, without interest coupons (the “Permanent Global Note” and, together with the Temporary Global Note, the “Global Notes”), upon and to the extent that the certification requirements set forth in the Fiscal Agency Agreement have been complied with. Certain details as to procedures and prerequisites for owners of beneficial interests in the Temporary Global Note to exchange such interests for beneficial interests in the Permanent Global Note are set forth in the Temporary Global Note and the Fiscal Agency Agreement. Beneficial interests in the Permanent Global Note will be exchangeable in whole after the Exchange Date (only outside the United States and subject to general terms and conditions of Euroclear and Clearstream) upon 45 days’ written notice (which may be given at any time after the Closing Date), for an equal aggregate principal amount of Definitive Notes in bearer form with interest coupons (“Coupons”). Any Definitive Notes issued in exchange for such interests will be in bearer form only in minimum denominations of €50,000, and integral multiples of €1,000 in excess thereof, with Coupons attached thereto, and title to such Definitive Notes and Coupons will pass upon delivery. Each 2020 Note and Coupon will carry the following legend: “This obligation has not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in contravention of that Act. Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a)...
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Delivery, Form and Denomination. The Notes will initially be represented by a single temporary global note (the "Temporary Global Note"), without interest coupons (the "Coupons"), which will be deposited with Citibank, N.A, as common depositary (the "Common Depositary") for Morg▇▇ ▇▇▇ranty Trust Company of New York, Brussels Office, as the operator of the Euroclear System ("Euroclear"), and Cedel Bank, S.A. ("Cedel Bank"). The beneficial interests in the Temporary Global Note will be exchangeable for definitive Notes, with Coupons, upon and to the extent that the certification requirements set forth in the Fiscal Agency Agreement have been complied with. Certain details as to procedures and prerequisites for owners of beneficial interests in the Temporary Global Note to exchange such interests for definitive Notes are set forth in the Temporary Global Note and the Fiscal Agency Agreement. Any definitive Notes issued in exchange for such interests will be in bearer form only in denominations of U.S. $1,000, U.S. $10,000 and U.S. $100,000 with Coupons attached thereto, and title to such definitive Notes and Coupons will pass upon delivery. Each definitive Note and Coupon will carry substantially the following legend: "This obligation has not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in contravention of that Act. Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the United States Internal Revenue Code."
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Delivery, Form and Denomination. Each 2013 Note and 2013 Coupon will carry substantially the following legend: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES, AND IS SUBJECT TO UNITED STATES TAX REQUIREMENTS. THIS NOTE IS BEING OFFERED OR SOLD ONLY OUTSIDE THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OF, ANY U.S. PERSON (AS THAT TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) OR ANY UNITED STATES PERSON (AS THAT TERM IS DEFINED IN UNITED STATES TREASURY REGULATIONS SECTION 1.163-5(c)(2)(i)(D)). ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The sections of the Internal Revenue Code (the “Code”) referred to in such legend provide that United States persons (as defined in the Code), with certain exceptions, will not be entitled to deduct any loss, and will not be entitled to capital gains treatment of any gain, on any sale, disposition or payment of principal of the Notes for United States federal income tax purposes. Title to the 2013 Notes will pass by delivery. The holder of a 2013 Note or any 2013 Coupon will be treated, to the extent permitted by law, by the Company, the Fiscal Agent, and all of their agents for all purposes as the owner of such 2013 Note or 2013 Coupon.
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Related to Delivery, Form and Denomination

  • Form and Denomination The Notes shall be issuable in whole in the registered form of one or more Global Notes (without coupons), in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof, and shall be transferable in integral multiples of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof and the Depository for such Global Notes shall be The Depository Trust Company, New York, New York.

  • Form and Denominations With respect to each PC Pool, the principal balances, PC Coupons and other characteristics of the PCs to be issued shall be specified in the related Pool Supplement. Delivery of the PCs of a PC Pool shall constitute the issuance of the PCs for that PC Pool. PCs shall be issued, held and transferable only on the book-entry system of the Federal Reserve Banks in minimum original principal amounts of $1,000 and additional increments of $1. PCs shall at all times remain on deposit with a Federal Reserve Bank in accordance with the provisions of the Book-Entry Rules. A Federal Reserve Bank will maintain a book-entry recordkeeping system for all transactions in PCs with respect to Holders.

  • FORM, DATING AND DENOMINATIONS The Notes and the Trustee’s certificate of authentication will be substantially in the form set forth in Exhibit A. The Notes will bear the legends required by Section 2.09 and may bear notations, legends or endorsements required by law, stock exchange rule or usage or the Depositary. Each Note will be dated as of the date of its authentication. Except to the extent otherwise provided in a Company Order delivered to the Trustee in connection with the issuance and authentication thereof, the Notes will be issued initially in the form of one or more Global Notes. Global Notes may be exchanged for Physical Notes, and Physical Notes may be exchanged for Global Notes, only as provided in Section 2.10. The Notes will be issuable only in registered form without interest coupons and only in Authorized Denominations. Each certificate representing a Note will bear a unique registration number that is not affixed to any other certificate representing another outstanding Note. The terms contained in the Notes constitute part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, agree to such terms and to be bound thereby; provided, however, that, to the extent that any provision of any Note conflicts with the provisions of this Indenture, the provisions of this Indenture will control for purposes of this Indenture and such Note.

  • Form, Dating and Denominations; Legends (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof. (1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend. (2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend. (3) Initial Notes will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4). (4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes. (1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or (2) after any Note bearing the Restricted Legend is

  • Authorized Denominations The Securities are issuable in registered form, without coupons, in denominations of $1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture, and subject to certain limitations therein set forth and to the limitations described below, if applicable, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.