Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer and authenticated by the Authenticating Agent, which shall be deposited with, or on behalf of, the Depositary or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and Clearstream. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit B attached hereto. So long as Euroclear or Clearstream or their nominee or the Depositary or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nominees, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes for all purposes under the Indenture and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereof, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes will not be entitled to have the Notes registered in their names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may be, as Holder thereof. None of the Issuer, the Series Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Act, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms and provisions contained in the form of Global Notes attached hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenture.
Appears in 2 contracts
Sources: First Supplemental Indenture (Emerson Electric Co), First Supplemental Indenture (Emerson Electric Co)
Form of the Notes. (a) Notes offered and sold in reliance on Rule 144A will be initially represented by one or more permanent Global Notes (in substantially the form of Exhibit A-1) in definitive, fully registered book-entry form without interest coupons (collectively, the “Rule 144A Restricted Global Note”) which will be registered in the name of a nominee of the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at the Registered Depositary. The aggregate principal amount of the Rule 144A Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Registered Depositary as hereinafter provided.
(b) Notes shall each offered and sold in reliance on Regulation S will be initially represented by one or more permanent Global Notes without interest coupons (in substantially the form of Exhibit A-2) in definitive, fully registered book-entry form (collectively, the “Regulation S Unrestricted Global Note”) which will be registered in the name of a nominee of the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at Euroclear or Clearstream. The aggregate principal amount of the Regulation S Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Registered Depositary as hereinafter provided.
(c) Exchange Notes exchanged for interests in the Rule 144A Restricted Global Note, the Regulation S Unrestricted Global Note or any Initial Notes in definitive form will be issued in the form of a one or more permanent Global Notes (in substantially the form of Exhibit A-1 or A-2, as applicable, but without the restrictive legend) in definitive, fully registered book-entry form (collectively, the “Exchange Global Notes”; and together with the Rule 144A Restricted Global Note and the Regulation S Unrestricted Global Note, duly executed by the Issuer and authenticated by the Authenticating Agent“Global Notes”), which shall will be deposited with, or on behalf of, the Depositary or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its a nominee for the accounts of Euroclear DTC and Clearstream. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit B attached hereto. So long as Euroclear or Clearstream or their nominee or the Depositary or its nominee is the Holder deposited on behalf of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nominees, as the case may be, shall be considered the sole owner or Holder purchasers of the Notes represented by thereby with a custodian for DTC for credit to the respective accounts of such Global Notes for all purposes under the Indenture and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereof, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear purchasers (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes will not be entitled to have the Notes registered in their names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, accounts as the case they may be, as Holder thereof. None of the Issuer, the Series Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined direct).
(d) The Notes shall be in the Securities Act, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms registered form and provisions contained in the form of Global Notes attached hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notationslegends or endorsements printed, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rightslithographed, duties engraved, typewritten or immunities of the Series Trustee), or photocopied thereon as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation the rules of any securities exchange or automated quotation system on upon which the Notes are to be listed, if any, or to conform to any usage in respect thereof, or as may, consistently herewith, be prescribed by the Board of Directors of the Issuer or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to be evidenced by its signing the Notes.
(e) The Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of issued in the form of (i) definitive Notes under the circumstances described in Sections 2.12(c) and (d) hereto or (ii) one or more Global Notes. Notes attached hereto issued in definitive form shall be registered in the name or names of such Persons and for the principal amounts as Exhibits A the Issuer may request. The Issuer initially appoints the Registered Depositary to act as depositary for the Global Notes. Notes issued in the form of a Global Note shall be registered in the name of the Registered Depositary or its nominee. In the event any of the Notes are issued in a transaction under Rule 144A of the Securities Act, any such Person shall purchase such Notes in transactions complying with Rule 144A under the Securities Act. The Indenture Trustee, as custodian (“Custodian”), will act as custodian of each Global Note for the Registered Depositary or appoint a sub-custodian to act in such capacity. So long as the Registered Depositary or its nominee is the registered owner of the Global Note, it shall be considered the holder of the Notes represented thereby for all purposes hereunder and Bunder the Global Note. None of the Issuer, the Indenture Trustee, any New York Paying Agent or any Principal Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made by the Registered Depositary on account of beneficial interests in the Global Note. Interests in the Global Note shall be transferred on the Registered Depositary’s book-entry settlement system.
(f) At such time as all beneficial interests in a particular Global Note have been exchanged for Notes in definitive form or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, such Global Note shall be returned to or retained and canceled by the Indenture Trustee in accordance with Section 2.18. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or in the form of Notes in definitive form, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Indenture Trustee or by the Registered Depositary at the direction of the Indenture Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Indenture Trustee or by the Registered Depositary at the direction of the Indenture Trustee to reflect such increase.
(g) The forms of Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legend shall apply in lieu legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the legend Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth in Section 2.4 on the reverse thereof, with an appropriate reference thereto on the face of the Original Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.
Appears in 2 contracts
Sources: Indenture (Brasil Telecom Sa), Indenture (Brasil Telecom Holding Co)
Form of the Notes. The Each of the 2031 Notes and the 2037 Notes shall each be issued in the form of a Global Note, duly executed by the Issuer and authenticated by the Authenticating Agent, which shall be deposited with, or on behalf of, the Depositary or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and Clearstream. The 2025 2031 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto and the 2029 2037 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit B attached hereto. So long as Euroclear or Clearstream or their nominee or the Depositary or its nominee is the Holder of the any Global Notes, Euroclear, Clearstream, the Depositary or their respective nominees, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes for all purposes under the Indenture and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereof, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes will not be entitled to have the Notes registered in their names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may be, as Holder thereof. None of the Issuer, the Series Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Act, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms and provisions contained in the form of Global Notes attached hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this First Third Supplemental Indenture and the Issuer, by its execution and delivery of this First Third Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Third Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend legends set forth at the beginning of the form forms of Global Notes attached hereto as Exhibits A and B, and such legend legends shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenture.
Appears in 2 contracts
Sources: Third Supplemental Indenture (Emerson Electric Co), Third Supplemental Indenture (Emerson Electric Co)
Form of the Notes. (a) Notes offered and sold in reliance on Rule 144A will be initially represented by one or more permanent Global Notes (in substantially the form of Exhibit A-1) in definitive, fully registered book-entry form without interest coupons (collectively, the “Rule 144A Restricted Global Note”) which will be registered in the name of a nominee of the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at the Registered Depositary. The aggregate principal amount of the Rule 144A Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Registered Depositary as hereinafter provided.
(b) Notes shall each offered and sold in reliance on Regulation S will be initially represented by one or more permanent Global Notes without interest coupons (in substantially the form of Exhibit A-2) in definitive, fully registered book-entry form (collectively, the “Regulation S Unrestricted Global Note”) which will be registered in the name of a nominee of the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at Euroclear or Clearstream. The aggregate principal amount of the Regulation S Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Registered Depositary as hereinafter provided.
(c) Exchange Notes exchanged for interests in the Rule 144A Restricted Global Note, the Regulation S Unrestricted Global Note or any Initial Notes in definitive form will be issued in the form of a one or more permanent Global Notes (in substantially the form of Exhibit A-1 or A-2, as applicable, but without the restrictive legend) in definitive, fully registered book-entry form (collectively, the “Exchange Global Notes”; and together with the Rule l44A Restricted Global Note and the Regulation S Unrestricted Global Note, duly executed by the Issuer and authenticated by the Authenticating Agent“Global Notes”), which shall will be deposited with, or on behalf of, the Depositary or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its a nominee for the accounts of Euroclear DTC and Clearstream. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit B attached hereto. So long as Euroclear or Clearstream or their nominee or the Depositary or its nominee is the Holder deposited on behalf of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nominees, as the case may be, shall be considered the sole owner or Holder purchasers of the Notes represented by thereby with a custodian for DTC for credit to the respective accounts of such Global Notes for all purposes under the Indenture and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereof, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear purchasers (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes will not be entitled to have the Notes registered in their names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, accounts as the case they may be, as Holder thereof. None of the Issuer, the Series Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined direct).
(d) The Notes shall be in the Securities Act, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms registered form and provisions contained in the form of Global Notes attached hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notationslegends or endorsements printed, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rightslithographed, duties engraved, typewritten or immunities of the Series Trustee), or photocopied thereon as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation the rules of any securities exchange or automated quotation system on upon which the Notes are to be listed, if any, or to conform to any usage in respect thereof, or as may, consistently herewith, be prescribed by the Board of Directors of the Issuer or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to be evidenced by its signing the Notes.
(e) The Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of issued in the form of (i) definitive Notes under the circumstances described in Sections 2.12(c), (d) and (e) hereto or (ii) one or more Global Notes. Notes attached hereto issued in definitive form shall be registered in the name or names of such Persons and for the principal amounts as Exhibits A the Issuer may request. The Issuer initially appoints the Registered Depositary to act as depositary for the Global Notes. Notes issued in the form of a Global Note shall be registered in the name of the Registered Depositary or its nominee. In the event any of the Notes are issued in a transaction under Rule 144A of the Securities Act, any such Person shall purchase such Notes in transactions complying with Rule 144A under the Securities Act. The Trustee, as custodian (“Custodian”), will act as custodian of each Global Note for the Registered Depositary or appoint a sub-custodian to act in such capacity. So long as the Registered Depositary or its nominee is the registered owner of the Global Note, it shall be considered the holder of the Notes represented thereby for all purposes hereunder and Bunder the Global Note. None of the Issuer, the Trustee, any New York Paying Agent or any Principal Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made by the Registered Depositary on account of beneficial interests in the Global Note. Interests in the Global Note shall be transferred on the Registered Depositary’s book-entry settlement system.
(f) At such time as all beneficial interests in a particular Global Note have been exchanged for Notes in definitive form or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.18. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or in the form of Notes in definitive form, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increase.
(g) The forms of Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legend shall apply in lieu legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the legend Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth in Section 2.4 on the reverse thereof, with an appropriate reference thereto on the face of the Original Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.
(h) At such time as all beneficial interests in a particular Global Note have been exchanged for notes in definitive form or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.18. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or in the form of a definitive Note, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such reduction and if the beneficial interest is being exchanged for or transferred to a person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increase.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this First Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Thirty-First Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participantsParticipants) or by participants Participants or Persons that hold interests through participants Participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
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Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, the Common Depositary and shall be registered in the name of “Elavon Financial Services DAC”, or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and ClearstreamDepositary. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Twentieth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear the Common Depositary, or Clearstream or their nominee or its nominee, is the registered owner of a Global Note, the Common Depositary or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nomineesnominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear the Depositary (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
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Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Sixth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
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Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Twenty-Fifth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participantsParticipants) or by participants Participants or Persons that hold interests through participants Participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Twenty-Second Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participantsParticipants) or by participants Participants or Persons that hold interests through participants Participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Sources: Twenty Second Supplemental Indenture (Stryker Corp)
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, the Common Depositary and shall be registered in the name of “Elavon Financial Services DAC”, or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and ClearstreamDepositary. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Twenty-Eighth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear the Common Depositary, or Clearstream or their nominee or its nominee, is the registered owner of a Global Note, the Common Depositary or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nomineesnominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear the Depositary (with respect to beneficial interests of participantsParticipants) or by participants Participants or Persons that hold interests through participants Participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Sources: Twenty Eighth Supplemental Indenture (Stryker Corp)
Form of the Notes. (a) Notes offered and sold in reliance on Rule 144A will be initially represented by one or more permanent Global Notes (in substantially the form of Exhibit A-1) in definitive, fully registered book-entry form without interest coupons (collectively, the “Rule 144A Restricted Global Note”) which will be registered in the name of a nominee of the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at the Registered Depositary. The aggregate principal amount of the Rule 144A Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Registered Depositary as hereinafter provided.
(b) Notes shall each offered and sold in reliance on Regulation S will be initially represented by one or more permanent Global Notes without interest coupons (in substantially the form of Exhibit A-2) in definitive, fully registered book-entry form (collectively, the “Regulation S Unrestricted Global Note”) which will be registered in the name of a nominee of the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at Euroclear or Clearstream. The aggregate principal amount of the Regulation S Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Registered Depositary as hereinafter provided.
(c) Exchange Notes exchanged for interests in the Rule 144A Restricted Global Note, the Regulation S Unrestricted Global Note or any Initial Notes in definitive form will be issued in the form of a one or more permanent Global Notes (in substantially the form of Exhibit A-1 or A-2, as applicable, but without the restrictive legend) in definitive, fully registered book-entry form (collectively, the “Exchange Global Notes”; and together with the Rule 144A Restricted Global Note and the Regulation S Unrestricted Global Note, duly executed by the Issuer and authenticated by the Authenticating Agent“Global Notes”), which shall will be deposited with, or on behalf of, the Depositary or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its a nominee for the accounts of Euroclear DTC and Clearstream. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit B attached hereto. So long as Euroclear or Clearstream or their nominee or the Depositary or its nominee is the Holder deposited on behalf of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nominees, as the case may be, shall be considered the sole owner or Holder purchasers of the Notes represented by thereby with a custodian for DTC for credit to the respective accounts of such Global Notes for all purposes under the Indenture and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereof, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear purchasers (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes will not be entitled to have the Notes registered in their names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, accounts as the case they may be, as Holder thereof. None of the Issuer, the Series Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined direct).
(d) The Notes shall be in the Securities Act, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms registered form and provisions contained in the form of Global Notes attached hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notationslegends or endorsements printed, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rightslithographed, duties engraved, typewritten or immunities of the Series Trustee), or photocopied thereon as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation the rules of any securities exchange or automated quotation system on upon which the Notes are to be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be prescribed by the Board of Directors of the Issuer or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to be evidenced by its signing the Notes.
(e) The Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of issued in the form of (a) definitive Notes under the circumstances described in Sections 2.12(c), (d) and (e) hereto or (b) one or more Global Notes. Notes attached hereto issued in definitive form shall be registered in the name or names of such Persons and for the principal amounts as Exhibits A the Issuer may request. The Issuer initially appoints the Registered Depositary to act as depositary for the Global Notes. Notes issued in the form of a Global Note shall be registered in the name of the Registered Depositary or its nominee. The Trustee, as custodian (“Custodian”), will act as custodian of each Global Note for the Registered Depositary or appoint a sub-custodian to act in such capacity. So long as the Registered Depositary or its nominee is the registered owner of the Global Note, it shall be considered the registered holder of the Notes represented thereby for all purposes hereunder and Bunder the Global Note. None of the Issuer, the Trustee or any Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made by the Registered Depositary on account of beneficial interests in the Global Note. Interests in the Global Note shall be transferred on the Registered Depositary’s book-entry settlement system.
(f) At such time as all beneficial interests in a particular Global Note have been exchanged for Notes in definitive form or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.18. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or in the form of Notes in definitive form, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increase.
(g) The forms of Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legend shall apply in lieu legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the legend Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth in Section 2.4 on the reverse thereof, with an appropriate reference thereof on the face of the Original Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.
(h) At such time as all beneficial interests in a particular Global Note have been exchanged for Notes in definitive form or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.18. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or in the form of a definitive Note, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such reduction and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increase.
Appears in 1 contract
Sources: Indenture (CSN Islands IX Corp.)
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Seventh Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Eleventh Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Sources: Senior Debt Indenture (Stryker Corp)
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, the Common Depositary and shall be registered in the name of “Elavon Financial Services DAC”, or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and ClearstreamDepositary. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Nineteenth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear the Common Depositary, or Clearstream or their nominee or its nominee, is the registered owner of a Global Note, the Common Depositary or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nomineesnominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear the Depositary (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its "Cede & Co.," as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Third Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within ninety (90) days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above; any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer and authenticated by the Authenticating Agent, which shall be deposited with, or on behalf of, the Depositary or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and Clearstream. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit B attached hereto. So long as Euroclear or Clearstream or their nominee or the Depositary or its nominee is the Holder of the Global NotesNote, Euroclear, Clearstream, the Depositary or their respective nominees, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereof, the Global Notes Note may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes Note will not be entitled to have the Notes registered in their names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes Note will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may be, as Holder thereof. None of the Issuer, the Series Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Act, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms and provisions contained in the form of Global Notes Note attached hereto as Exhibits Exhibit A and B shall constitute, and are hereby expressly made, a part of this First Second Supplemental Indenture and the Issuer, by its execution and delivery of this First Second Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Second Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes Note attached hereto as Exhibits A and BExhibit A, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenture.
Appears in 1 contract
Sources: Second Supplemental Indenture (Emerson Electric Co)
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, the Common Depositary and shall be registered in the name of “Elavon Financial Services DAC”, or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and ClearstreamDepositary. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Twenty-First Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear the Common Depositary, or Clearstream or their nominee or its nominee, is the registered owner of a Global Note, the Common Depositary or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nomineesnominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear the Depositary (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Ninth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, the Common Depositary and shall be registered in the name of “Elavon Financial Services DAC”, or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and ClearstreamDepositary. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Fifteenth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear the Common Depositary, or Clearstream or their nominee or its nominee, is the registered owner of a Global Note, the Common Depositary or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nomineesnominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear the Depositary (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Tenth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. With regard to the issuance of Notes:
(a) The Notes will be offered and sold by the Issuer pursuant to a Subscription Agreement. The Notes will be resold initially only to (i) qualified institutional buyers (“QIB”) as defined in Rule 144A and in reliance on Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”) and (ii) persons other than U.S. persons (as defined in Regulation S under the Securities Act) in reliance on Regulation S. Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall each be issued initially in the form of a one permanent global note in definitive, fully registered form substantially in the form of Exhibit A attached hereto (collectively, the “Rule 144A Global Note”); Notes initially resold pursuant to Regulation S shall be issued initially in the form of one permanent global note in fully registered form substantially in the form of Exhibit B attached hereto (collectively, the “Regulation S Global Note”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legends, which shall be deposited with Citibank, N.A., London office, as common depositary (the “Depositary”) for Euroclear Bank S.A./N.V.(“Euroclear”) and Clearstream Banking, société anonyme, Luxembourg (“Clearstream”) and registered in the nominee name for such Depositary, and shall be duly executed by the Issuer and authenticated by the Authenticating AgentFiscal Agent as provided in this Agreement. The terms of the Notes set forth in Exhibit A and B and the provisions for the meetings of the Noteholders set forth in Exhibit D are hereby expressly incorporated in and made part of the terms of this Agreement.
(b) Beneficial interests in a Regulation S Global Note may be exchanged for interests in the Rule 144A Global Note if (1) such exchange occurs in connection with a transfer of securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in a Regulation S Global Note first delivers to the Fiscal Agent a written certificate (in the form provided in Exhibit C) to the effect that the beneficial interests in the Regulation S Global Note are being transferred to a person (x) who the transferor reasonably believes to be a QIB, which shall be deposited with, (y) purchasing for its own account or on behalf of, the Depositary or its nominee, as common depositary foraccount of a QIB in a transaction meeting the requirements of Rule 144A, and (z) in respect accordance with all applicable securities laws of interests held through, Euroclear the States of the United States and Clearstreamother jurisdictions. Prior to and including the date which is 40 days after the later of (i) the day on which the notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, and registered (ii) the date of the closing of the offering (the “Restricted Period”), beneficial interests in the name of such common depositary Regulation S Global Note may not be transferred to a U.S. person or its nominee for the accounts account or benefit of Euroclear and Clearstream. The 2025 Notes and a U.S. person, unless such resale or transfer is made pursuant to Rule 144A under the Series Trustee’s and Authenticating Agent’s Certification of Authentication Securities Act.
(c) Beneficial interests in respect thereof shall the Rule 144A Global Note may be substantially transferred to a person who takes delivery in the form of Exhibit A attached hereto and an interest in a Regulation S Global Note, whether before or after the 2029 Notes and expiration of the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially Restricted Period, only if the transferor first delivers to the Fiscal Agent a written certificate (in the form provided in Exhibit C) to the effect that such transfer is being made in accordance with Regulation S or pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act and that, if such transfer is being made prior to the expiration of Exhibit B attached hereto. So long as the Restricted Period, the interest transferred shall be held immediately thereafter through Euroclear or Clearstream Clearstream.
(d) The Rule 144A Global Note and the Regulation S Global Note are collectively referred to herein as the “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or their nominee or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nominees, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes for all purposes under the Indenture and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereof, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes will not be entitled to have the Notes registered in their names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may be, as Holder thereof. None of the Issuer, the Series Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Act, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms and provisions contained in the form of Global Notes attached hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturehereinafter provided.
Appears in 1 contract
Sources: Fiscal and Paying Agency Agreement (Manpower Inc /Wi/)
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating Agent, which shall be deposited with, or on behalf of, the Depositary Depository or its nominee, as common depositary for, and in respect of interests held through, Euroclear Clearstream and ClearstreamEuroclear, and registered in the name of such common depositary the Depository or its nominee for the accounts of Euroclear and Clearstreamnominee. The 2025 Notes and the Series Trustee’s Trustee and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit B attached hereto. So long as Euroclear or Clearstream or their nominee or the Depositary Depository or its nominee is the Holder of the Global NotesNote, Euroclear, Clearstream, the Depositary Depository or their respective nominees, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture and the Notes. Except as set forth in Sections Section 2.03(d) and 2.04(d) hereof, the Global Notes Note may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes Note will not be entitled to have the Notes registered in their names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premiuminterest and Additional Amounts, if any, and interest in respect of the Global Notes Note will be made to Euroclear, Clearstream, such nominee or such DepositaryDepository, as the case may be, as Holder thereof. None of the IssuerCompany, the Series Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” ”, as such term is defined in the Securities Act, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms and provisions contained in the form of Global Notes attached hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Sixth Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes Note attached hereto as Exhibits A and BExhibit A, and such legend shall apply in lieu of the legend set forth in Section 2.4 203(2) of the Original Indenture.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Fourth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, the Common Depositary and shall be registered in the name of “Elavon Financial Services DAC”, or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and ClearstreamDepositary. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Seventeenth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear the Common Depositary, or Clearstream or their nominee or its nominee, is the registered owner of a Global Note, the Common Depositary or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nomineesnominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear the Depositary (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
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Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its "Cede & Co.," as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A and Exhibit B attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Fourth Supplemental Indenture, if any, shall be substantially in the form of Exhibit A and Exhibit B attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within ninety (90) days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above; any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Brown & Brown, Inc.)
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Twelfth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Thirty-Fifth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participantsParticipants) or by participants Participants or Persons that hold interests through participants Participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its "Cede & Co.," as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Second Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within ninety (90) days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above; any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Sources: Second Supplemental Indenture (Brown & Brown, Inc.)
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Third Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or has ceased to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of receipt of such notice (B) there shall have occurred and be continuing an Event of Default with respect to the Notes or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request upon prior written notice given to have the Trustee by us or behalf of the Depositary in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Definitive Notes may be made in whole or in part, and all Definitive Notes issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Definitive Note authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. (a) Except as otherwise provided pursuant to this Section 2.3, the Notes are issuable in definitive, fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Sections 2.4 and 2.5. The Notes are not issuable in bearer form.
(i) Notes that are to be offered and sold in reliance on Regulation S shall each be issued initially in the form of a single temporary Global Note (a "Regulation S Temporary Global Note") in fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.4. Any Regulation S Temporary Global Note shall be duly executed by the Issuer and authenticated by the Authenticating AgentTrustee, which as provided herein, and shall be deposited with, or on behalf of, the Depositary or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary the Depositary or its nominee and deposited with the Trustee, as Custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Member then acting for Euroclear and or Clearstream, Luxembourg, as the case may be, for credit to the respective beneficial owners of such Note in accordance with the rules thereof. The 2025 Notes and On or after the Series Trustee’s and Authenticating Agent’s Certification termination of Authentication the Regulation S Distribution Compliance Period, interests in respect thereof shall any Regulation S Temporary Global Note will be exchangeable for corresponding interests in an unrestricted Global Note (individually, an "Unrestricted Global Note" and, collectively, "Unrestricted Global Notes"), respectively, each in definitive, fully registered form without interest coupons, substantially in the form of Exhibit A attached hereto hereto, and each with such applicable legends as are provided for in Section 2.4. The aggregate principal amount of a Regulation S Temporary Global Note and an Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the 2029 Notes and records of the Series Trustee’s and Authenticating Agent’s Certification , as custodian for the Depositary, as hereinafter provided.
(ii) A holder of Authentication a beneficial interest in respect thereof shall be substantially in the form a Regulation S Temporary Global Note may arrange to receive distributions on account of Exhibit B attached hereto. So long as such interest through Euroclear or Clearstream or their nominee or the Depositary or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary Luxembourg only after delivery by such Person to Euroclear or their respective nomineesClearstream, Luxembourg, as the case may be, shall be considered of a written certification (an "Owner Securities Certification") substantially in the sole owner or Holder form of the Notes represented Exhibit B-1 hereto, and upon delivery by such Global Notes for all purposes under the Indenture and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereof, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes will not be entitled to have the Notes registered in their names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such DepositaryLuxembourg, as the case may be, as Holder thereof. None to the Principal Paying Agent of the Issuera certification or certifications (each, the Series Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the a "Depositary Securities Act, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms and provisions contained 35 44 Certification") substantially in the form of Exhibit B-2 hereto. The delivery by such holder of a beneficial interest in such Regulation S Temporary Global Notes attached hereto Note of such certification shall constitute an irrevocable instruction by such holder to Euroclear or Clearstream, Luxembourg, as Exhibits A the case may be, to exchange such holder's beneficial interest in the Regulation S Temporary Global Note for a beneficial interest in the Unrestricted Global Note of the same Class upon the expiration of the relevant Regulation S Distribution Compliance Period in accordance with the next succeeding paragraph. No distribution shall be paid to any holder of a beneficial interest in a Regulation S Temporary Global Note until the foregoing Owner Securities Certification has been provided to Euroclear or Clearstream, Luxembourg, as the case may be, by such holder and B no distribution shall constitutebe paid to Euroclear or Clearstream, Luxembourg in respect of such holder's interest in a Regulation S Temporary Global Note unless Euroclear or Clearstream, Luxembourg, as the case may be, has provided a Depositary Securities Certification to the Principal Paying Agent with respect to such interest. Upon
(A) the expiration of the Regulation S Distribution Compliance Period,
(B) receipt by Euroclear or Clearstream, Luxembourg, as the case may be, and are hereby expressly madethe Principal Paying Agent of the certificates described in the preceding paragraph,
(C) receipt by the Depositary of
(1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Depositary to credit or cause to be credited to a specified Agent Member's account a beneficial interest in an Unrestricted Global Note in a principal amount equal to that of the beneficial interest in a corresponding Regulation S Temporary Global Note for which the necessary certificates have been delivered, and
(2) a part written order given in accordance with the Applicable Procedures containing information regarding the account of this First Supplemental Indenture the Agent Member, and the IssuerEuroclear or Clearstream, Luxembourg account for which such Agent Member's account is held, to be credited with, and the account of the Agent Member to be debited for, such beneficial interest, and
(D) receipt by its execution and delivery the Trustee of this First Supplemental Indenturenotification from the Depositary of the transactions described in (C) above, expressly agrees the Trustee, as Registrar, shall instruct the Depositary to reduce the principal amount of such terms and provisions Regulation S Temporary Global Note and to be bound thereto. Any of increase the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence principal amount of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenture.Unrestricted
Appears in 1 contract
Sources: Indenture and Servicing Agreement (Vornado Realty Trust)
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A for the 2028 Notes and Exhibit B for the 2031 Notes attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Supplemental Indenture, if any, shall be substantially in the form of Exhibit A for the 2028 Notes and Exhibit B for the 2031 Notes, attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or has ceased to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of receipt of such notice, (B) there shall have occurred and be continuing an Event of Default with respect to the Notes or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request upon prior written notice given to have the Trustee by us or behalf of the Depositary in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Definitive Notes may be made in whole or in part, and all Definitive Notes issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Definitive Note authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Thirteenth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Thirty-Fourth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participantsParticipants) or by participants Participants or Persons that hold interests through participants Participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Sources: Thirty Fourth Supplemental Indenture (Stryker Corp)
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, the Common Depositary and shall be registered in the name of “Elavon Financial Services DAC”, or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and ClearstreamDepositary. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Twenty-Ninth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear the Common Depositary, or Clearstream or their nominee or its nominee, is the registered owner of a Global Note, the Common Depositary or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nomineesnominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear the Depositary (with respect to beneficial interests of participantsParticipants) or by participants Participants or Persons that hold interests through participants Participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, the Common Depositary and shall be registered in the name of “Elavon Financial Services DAC”, or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and ClearstreamDepositary. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Sixteenth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear the Common Depositary, or Clearstream or their nominee or its nominee, is the registered owner of a Global Note, the Common Depositary or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nomineesnominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear the Depositary (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this First Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within ninety (90) days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Fifth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within ninety (90) days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above; any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Eighth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The (a) Notes shall each offered and sold in reliance on Rule 144A will be issued initially represented by one or more permanent Global Notes, without interest coupons, (in substantially the form of a Exhibit A) in definitive, fully registered book-entry form (collectively, the “Rule 144A Global Note, duly executed by the Issuer and authenticated by the Authenticating Agent, ”) which shall will be deposited with, or on behalf of, upon issuance with the Common Depositary or its nominee, as common depositary for, and in respect of interests held through, for Euroclear and Clearstream, and registered in the name of such common depositary the Common Depositary or its nominee nominee, in each case for the accounts credit to an account of a direct or indirect participant in Euroclear and Clearstreamor Clearstream as described below. The 2025 Notes aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Series Trustee’s Common Depositary as hereinafter provided.
(b) Notes offered and Authenticating Agent’s Certification of Authentication sold in respect thereof shall reliance on Regulation S will be initially represented by one or more permanent Global Notes without interest coupons (in substantially in the form of Exhibit A attached hereto A) in definitive, fully registered book-entry form (collectively, the “Regulation S Global Note”) which will be deposited upon issuance with the Common Depositary for Euroclear and the 2029 Notes Clearstream, and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially registered in the form name of Exhibit B attached hereto. So long as the Common Depositary or its nominee, in each case for credit to an account of a direct or indirect participant in Euroclear or Clearstream or their nominee or the Depositary or its nominee is the Holder as described below. The aggregate principal amount of the Regulation S Global Notes, Euroclear, Clearstream, Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Common Depositary or their respective nominees, as the case may be, hereinafter provided.
(c) The Notes shall be considered the sole owner or Holder of the Notes represented by such Global Notes for all purposes under the Indenture in registered form and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereof, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes will not be entitled to have the Notes registered in their names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may be, as Holder thereof. None of the Issuer, the Series Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Act, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms and provisions contained in the form of Global Notes attached hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notationslegends or endorsements printed, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rightslithographed, duties engraved, typewritten or immunities of the Series Trustee), or photocopied thereon as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation the rules of any securities exchange or automated quotation system on upon which the Notes are to be listed, if any, or to conform to any usage in respect thereof, or as may, consistently herewith, be prescribed by the Board of Directors of the Issuer or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to be evidenced by its signing the Notes.
(d) The Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of issued in the form of (i) definitive Notes under the circumstances described in Sections 2.12(c) and (d) hereto or (ii) one or more Global Notes. Notes attached hereto issued in definitive form shall be registered in the name or names of such Persons and for the principal amounts as Exhibits A the Issuer may request. The Issuer initially appoints the Common Depositary to act as depositary for the Global Notes. Notes issued in the form of a Global Note shall be registered in the name of the Common Depositary or its nominee. In the event any of the Notes are issued in a transaction under Rule 144A of the Securities Act, any such Person shall purchase such Notes in transactions complying with Rule 144A under the Securities Act. The Trustee, as custodian (“Custodian”), will act as custodian of each Global Note for the Common Depositary or appoint a sub-custodian to act in such capacity. So long as the Common Depositary or its nominee is the registered owner of the Global Note, it shall be considered the holder of the Notes represented thereby for all purposes hereunder and Bunder the Global Note. None of the Issuer, the Trustee, any Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made by the Common Depositary, or its nominee, on account of beneficial interests in the Global Note. Interests in the Global Note shall be transferred on the Common Depositary’s book-entry settlement system.
(e) At such time as all beneficial interests in a particular Global Note have been exchanged for Notes in definitive form or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.17. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or in the form of Notes in definitive form, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Common Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Common Depositary at the direction of the Trustee to reflect such increase.
(f) The forms of Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legend shall apply in lieu legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the legend Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth in Section 2.4 on the reverse thereof, with an appropriate reference thereto on the face of the Original Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.
Appears in 1 contract
Sources: Indenture (Telefonica Del Peru Saa)
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Twenty-Fourth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participantsParticipants) or by participants Participants or Persons that hold interests through participants Participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Sources: Twenty Fourth Supplemental Indenture (Stryker Corp)
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Second Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Fourteenth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Twenty-Sixth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participantsParticipants) or by participants Participants or Persons that hold interests through participants Participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Thirtieth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participantsParticipants) or by participants Participants or Persons that hold interests through participants Participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Fifth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
(1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depository in accordance with customary procedures.
(2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
(3) Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Twenty-Third Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participantsParticipants) or by participants Participants or Persons that hold interests through participants Participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, the Common Depositary and shall be registered in the name of “Elavon Financial Services DAC”, or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and ClearstreamDepositary. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Eighteenth Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear the Common Depositary, or Clearstream or their nominee or its nominee, is the registered owner of a Global Note, the Common Depositary or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nomineesnominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear the Depositary (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, the Common Depositary and shall be registered in the name of “Elavon Financial Services DAC”, or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and ClearstreamDepositary. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Twenty-Seventh Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear the Common Depositary, or Clearstream or their nominee or its nominee, is the registered owner of a Global Note, the Common Depositary or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nomineesnominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear the Depositary (with respect to beneficial interests of participantsParticipants) or by participants Participants or Persons that hold interests through participants Participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Sources: Twenty Seventh Supplemental Indenture (Stryker Corp)
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating AgentTrustee, which shall be deposited with, or on behalf of, with the Depositary or its nominee, Trustee as common depositary for, and in respect of interests held through, Euroclear and Clearstream, custodian for DTC and registered in the name of such common depositary or its “Cede & Co.,” as the nominee for the accounts of Euroclear and ClearstreamDTC. The 2025 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof this Thirty-Second Supplemental Indenture, if any, shall be substantially in the form of Exhibit B A attached heretohereto (but without the Global Note Legend thereon). So long as Euroclear or Clearstream or their nominee or the Depositary DTC, or its nominee nominee, is the Holder registered owner of the a Global NotesNote, Euroclear, Clearstream, the Depositary DTC or their respective nomineesits nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes Note for all purposes under the Indenture Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereoftransfers thereof shall be effected only through, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear DTC (with respect to beneficial interests of participantsParticipants) or by participants Participants or Persons that hold interests through participants Participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and owners (3) below shall apply only to Global Notes:
1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of beneficial a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in the Global Notes will not may be entitled exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to have the Notes Trustee by or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in their such names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may beDepositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, as Holder thereof. None of the Issueror in exchange for or in lieu of, the Series Trustee, any underwriter a Global Note or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Actportion thereof, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms shall be authenticated and provisions contained delivered in the form of Global Notes attached hereto as Exhibits A and B shall constituteof, and are hereby expressly madeshall be, a part Global Note, unless such note is registered in the name of this First Supplemental Indenture and a Person other than the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to Depositary for such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers Global Note or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenturea nominee thereof.
Appears in 1 contract
Sources: Thirty Second Supplemental Indenture (Stryker Corp)
Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer Company and authenticated by the Authenticating Agent, which shall be deposited with, or on behalf of, the Depositary Depository or its nominee, as common depositary for, and in respect of interests held through, Euroclear Clearstream and ClearstreamEuroclear, and registered in the name of such common depositary the Depository or its nominee for the accounts of Euroclear and Clearstreamnominee. The 2025 2022 Notes and the Series Trustee’s Trustee and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto and the 2029 2026 Notes and the Series Trustee’s Trustee and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit B attached hereto. So long as Euroclear or Clearstream or their nominee or the Depositary Depository or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary Depository or their respective nominees, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes for all purposes under the Indenture and the Notes. Except as set forth in Sections 2.03(d) and 2.04(d) hereof, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes will not be entitled to have the Notes registered in their names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premiuminterest and Additional Amounts, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such DepositaryDepository, as the case may be, as Holder thereof. None of the IssuerCompany, the Series Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” ”, as such term is defined in the Securities Act, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms and provisions contained in the form of Global Notes attached hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and the Issuer, by its execution and delivery of this First Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Series Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this First Fourth Supplemental Indenture only, the Global Security Legend for the Notes shall be the legend set forth at the beginning of the form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the legend set forth in Section 2.4 203(2) of the Original Indenture.
Appears in 1 contract