Exchange for Definitive Securities Clause Samples
The "Exchange for Definitive Securities" clause establishes the process by which temporary or interim securities are replaced with permanent, definitive securities. Typically, this clause outlines the conditions under which holders of temporary certificates or global notes can exchange them for physical, individually registered securities, often after certain requirements are met, such as the completion of regulatory procedures or the expiration of a holding period. Its core function is to ensure that investors ultimately receive the final, legally recognized form of the security, thereby providing certainty and clarity regarding their ownership rights.
Exchange for Definitive Securities. (i) Except as provided below, owners of beneficial interests in Global Securities will not be entitled to receive Definitive Securities. Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if (A) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Security or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice, (B) the Company executes and delivers to the Fiscal Agent and Registrar an Officers’ Certificate stating that such Global Security shall be so exchangeable; provided that in no event shall the Temporary Regulation S Global Security be exchanged by the Company for Definitive Securities prior to the expiration of the Distribution Compliance Period or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC.
(ii) In connection with the transfer of an entire Global Security to beneficial owners pursuant to this Section 2.06(c), such Global Security shall be deemed to be surrendered to the Fiscal Agent for cancellation, and the Company shall execute, and the Fiscal Agent shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any Definitive Security delivered in exchange for an interest in a Global Security pursuant to this Section 2.06(c) shall bear the Private Placement Legend.
Exchange for Definitive Securities. At least 14 days before any Exchange Date (as defined in the Global Security), the Issuer will deliver or procure the delivery of Definitive Securities in an aggregate principal amount equal to the outstanding principal amount of the Global Security or such lesser interest in the Global Security which is to be exchanged to or to the order of the Fiscal Agent. Such Definitive Securities shall have attached all Coupons in respect of interest which has not already been paid against presentation of the Global Security. The Fiscal Agent (or its agent on its behalf) shall authenticate such Definitive Securities and shall make them and the Coupons available for exchange against the Global Security in accordance with the Global Security. If the Global Security is not to be exchanged in full, the Fiscal Agent shall endorse, or procure the endorsement of, a memorandum of the principal amount of the Global Security exchanged in the appropriate schedule to the Global Security and shall return the Global Security to the bearer. On exchange in full of the Global Security the Fiscal Agent shall cancel it and, if so requested by the bearer, return it to the bearer.