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 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 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, the “Global Notes”), which will be registered in the name of a nominee of DTC and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct). (d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such legends or endorsements printed, lithographed, engraved, typewritten or photocopied thereon as may be required to comply with the rules of any securities exchange 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 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 issued in definitive form shall be registered in the name or names of such Persons and for the principal amounts as 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 under 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 legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.
Appears in 3 contracts
Sources: Indenture (Ambev S.A.), Indenture (InBev Corporate Holdings Inc.), Indenture (American Beverage Co Ambev)
Form of the Notes. (a) The Notes offered and sold the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in reliance on Rule 144A will be initially represented by one or more, permanent Global Notes (in substantially the form of set forth in 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 DepositaryA hereto. 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 terms and the Registered Depositary as hereinafter provided.
(b) Notes 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 provisions contained in the form of one or more permanent Global Notes (in substantially attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the form of Exhibit A-1 or A-2, as extent applicable, but without the restrictive legend) in definitive, fully registered book-entry form (collectivelyIssuer, the “Exchange Global Notes”; and together with the Rule 144A Restricted Global Note Guarantor and the Regulation S Unrestricted Global NoteTrustee, the “Global Notes”)by their execution and delivery of this Indenture, which will expressly agree to such terms and provisions and to be registered in the name of a nominee of DTC and deposited on behalf of the purchasers bound thereby. Any of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct).
(d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such legends notations, legends, endorsements or endorsements printedchanges as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, lithographed, engraved, typewritten or photocopied thereon as may be required by the custodian for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A or as may be required to comply with the rules any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange upon or automated quotation system on which the Notes are to may be listed listed, or to conform to any usage in respect thereofusage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as maythe Notes are eligible for book-entry settlement with the Depositary, consistently herewithor unless otherwise required by law, be prescribed or otherwise contemplated by the Board of Directors Section 2.08(b), all of the Issuer or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to Notes shall initially be evidenced by its signing the Notes.
(e) The Notes may be 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 issued in definitive global form shall be registered in the name or names of such Persons and for the principal amounts as 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 nominee of the Depositary (the “Global Notes”). The transfer and exchange of beneficial interests in any such Global Notes are issued shall be effected through the Depositary in a transaction under Rule 144A accordance with this Indenture and the applicable procedures of the Securities Act, any such Person Depositary. Global Notes shall purchase such bear the Global Notes Legend. Except as provided in transactions complying with Rule 144A under the Securities Act. The Trustee, as custodian (“Custodian”Section 2.08(b), will act as custodian beneficial owners of each a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian 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 under 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 Trustee, in such reduction; manner and if upon instructions given by the beneficial Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another on any Global Note, such other Global Note shall be increased accordingly and an endorsement Notes shall be made on such Global Note by to the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increasein immediately available funds.
(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 legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.
Appears in 3 contracts
Sources: Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD)
Form of the Notes. (a) The Notes offered and sold the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in reliance on Rule 144A will be initially represented by one or more, permanent Global Notes (in substantially the form of set forth in 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 DepositaryA hereto. 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 terms and the Registered Depositary as hereinafter provided.
(b) Notes 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 provisions contained in the form of one or more permanent Global Notes (in substantially attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the form of Exhibit A-1 or A-2, as extent applicable, but without the restrictive legend) in definitive, fully registered book-entry form (collectivelyCompany, the “Exchange Global Notes”; and together with the Rule 144A Restricted Global Note Guarantors and the Regulation S Unrestricted Global NoteTrustee, the “Global Notes”)by their execution and delivery of this Indenture, which will expressly agree to such terms and provisions and to be registered in the name of a nominee of DTC and deposited on behalf of the purchasers bound thereby. Any of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct).
(d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such legends notations, legends, endorsements or endorsements printedchanges as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, lithographed, engraved, typewritten or photocopied thereon as may be required by the custodian for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A or as may be required to comply with the rules any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange upon or automated quotation system on which the Notes are to may be listed listed, or to conform to any usage in respect thereofusage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as maythe Notes are eligible for book-entry settlement with the Depositary, consistently herewithor unless otherwise required by law, be prescribed or otherwise contemplated by the Board of Directors Section 2.08(b), all of the Issuer or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to Notes shall initially be evidenced by its signing the Notes.
(e) The Notes may be 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 issued in definitive global form shall be registered in the name or names of such Persons and for the principal amounts as 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 nominee of the Depositary (the “Global Notes”). The transfer and exchange of beneficial interests in any such Global Notes are issued shall be effected through the Depositary in a transaction under Rule 144A accordance with this Indenture and the applicable procedures of the Securities Act, any such Person Depositary. Global Notes shall purchase such bear the Global Notes Legend. Except as provided in transactions complying with Rule 144A under the Securities Act. The Trustee, as custodian (“Custodian”Section 2.08(b), will act as custodian beneficial owners of each a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian 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 under 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 Trustee, in such reduction; manner and if upon instructions given by the beneficial Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another on any Global Note, such other Global Note shall be increased accordingly and an endorsement Notes shall be made on such Global Note by to the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increasein immediately available funds.
(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 legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.
Appears in 2 contracts
Form of the Notes. (a) The Notes offered and sold the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in reliance on Rule 144A will be initially represented by one or more, permanent Global Notes (in substantially the form of set forth in 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 DepositaryA hereto. 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 terms and the Registered Depositary as hereinafter provided.
(b) Notes 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 provisions contained in the form of one or more permanent Global Notes (in substantially attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture, and, to the form of Exhibit A-1 or A-2, as extent applicable, but without the restrictive legend) in definitive, fully registered book-entry form (collectivelyCompany, the “Exchange Global Notes”; and together with the Rule 144A Restricted Global Note Subsidiary Guarantors and the Regulation S Unrestricted Global NoteTrustee, the “Global Notes”)by their execution and delivery of this Indenture, which will expressly agree to such terms and provisions and to be registered in the name of a nominee of DTC and deposited on behalf of the purchasers bound thereby. Any of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct).
(d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such legends notations, legends, endorsements or endorsements printedchanges as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, lithographedor as may be required by the custodian for the Global Notes, engraved, typewritten the Depositary or photocopied thereon as may be required for the Notes to be tradable on any market in which the Notes are to be admitted or as may be required to comply with the rules any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange upon or automated quotation system on which the Notes are to may be listed listed, or to conform to any usage in respect thereofusage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The certificates representing the Notes may contain any legends (including, without limitation, legends relating to any resale restrictions under U.S. federal or state securities laws or otherwise) as may, consistently herewith, may be prescribed determined by the Board Company. In addition, notwithstanding anything to the contrary herein or in the Notes, the Company and the Trustee may refuse to remove any such legend on a certificate representing any Note at the request of Directors any Holder thereof prior to being provided with such information or documentation (including, without limitation, legal opinions) as may be reasonably required by the Company or the Trustee in connection with such removal. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all of the Issuer or Notes will be represented 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 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 issued in definitive global form shall be registered in the name or names of such Persons and for the principal amounts as 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 nominee of the Depositary (“Global Notes”). The transfer and exchange of beneficial interests in any such Global Notes are issued shall be effected through the Depositary in a transaction under Rule 144A accordance with this Indenture and the applicable procedures 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 Depositary; and under 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 NoteNotes shall be subject to all rules and procedures of the Depositary. Interests Except as provided in the Section 2.08(b), beneficial owners of a Global Note shall not be transferred on the Registered Depositary’s book-entry settlement system.
(f) At such time as all beneficial interests entitled to have certificates registered in a particular Global Note have been exchanged for Notes their names, will not receive or be entitled to receive physical delivery of certificates in definitive form or a particular and will not be considered Holders of such Global Note has been redeemed, repurchased or canceled in whole and not in part, such Note. Each Global Note shall represent such of the outstanding Notes as shall be returned specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or retained and canceled by the Trustee in accordance with Section 2.18reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. At any time prior to such cancellation, if any beneficial interest in Any endorsement of a Global Note is exchanged for to reflect the amount of any increase or transferred to a Person who will take delivery thereof decrease in the form of a beneficial interest in another Global Note or in the form of Notes in definitive form, the principal amount of outstanding Notes represented by such Global Note shall be reduced accordingly and an endorsement thereby shall be made on such Global Note by the Trustee Trustee, the Registrar or by the Registered Depositary custodian for the Global Note, at the direction of the Trustee to reflect Trustee, in such reduction; manner and if upon instructions given by the beneficial Holder of such Notes in accordance with this Indenture. Payment of principal of and interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another on any Global Note, such other Global Note shall be increased accordingly and an endorsement Notes shall be made on such Global Note by to the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increasein immediately available funds.
(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 legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.
Appears in 2 contracts
Sources: Senior Convertible Notes Indenture (Central European Media Enterprises LTD), Indenture (CME Media Enterprises B.V.)
Form of the Notes. (a) Except as otherwise provided pursuant to this Section 2.02, the Notes offered and sold are issuable in reliance on Rule 144A will be initially represented by one or morefully registered, permanent Global Notes (global form without coupons in substantially the form of Exhibit A-1) A hereto (the “Global Notes”), each of which represent a maximum of U.S.$500,000,000 principal amount of all such Notes that have the same original issue date, Maturity Date and other terms, with such applicable legends as are provided for in definitiveSection 2.05. The Notes are not issuable in bearer form or with detachable coupons. The terms and provisions contained in the form of Notes shall constitute, fully registered book-entry form without interest coupons (collectivelyand are hereby expressly made, a part of this Supplemental Subordinated Indenture and to the extent applicable, the “Rule 144A Restricted Issuer and the Trustee, by their execution and delivery of this Supplemental Subordinated Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other markings 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 as are not inconsistent with the provisions of this Supplemental Subordinated Indenture and the Base Subordinated Indenture, 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 or designated for issuance, or to conform to usage.
(b) Each Global Note”Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee (or the Authenticating Agent on behalf of the Trustee) which will and shall be registered in the name of a the Depositary or its nominee of and retained by 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 Registrar, as they may direct) custodian, at the Registered Depositaryits corporate trust office. The aggregate principal amount of the Rule 144A Restricted each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar Registrar, as custodian, and the Registered Depositary as hereinafter provided.
(b) Notes 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 its nominee, as hereinafter provided.
(c) Exchange Notes exchanged DBTCA has been appointed Registrar and Transfer Agent 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 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, the “Global Notes”), which will be registered in the name of a nominee of DTC and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct).
(d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such legends or endorsements printed, lithographed, engraved, typewritten or photocopied thereon as may be required to comply with the rules of any securities exchange 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 and DBTCA will maintain at its signing office in The City of New York a register for the registration and transfer of Notes.
(e) . The Notes may be issued transferred at either the aforesaid New York office of DBTCA by surrendering the Notes for cancellation, accompanied by a written instrument of transfer 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 issued in definitive form shall be registered in the name or names of such Persons and for the principal amounts as satisfactory to the Issuer may request. The Issuer initially appoints and the Registered Depositary to act as depositary for Registrar and duly executed by the Global Notes. Notes issued registered Holder thereof in person or by the form of a Global Note Holder’s attorney duly authorized in writing, and thereupon the Registrar shall be registered issue in the name of the Registered Depositary transferee or its nominee. In transferees, in exchange therefor, a new Note or Notes having identical terms and provisions and having a like aggregate principal amount in authorized denominations, subject to the event terms and conditions set forth therein; provided, however, that the Registrar will not be required (i) to register the transfer of or exchange 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 under 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 that has been redeemed, repurchased or canceled called for redemption in whole and not or in part, except the unredeemed portion of Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the Holder thereof has exercised its right, if any, to require the Issuer to repurchase such Global Note in whole or in part, except the portion of such Note not required to be repurchased, or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the Subordinated Indenture with respect to the redemption of Notes. Notes are exchangeable at said offices for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such registrations, exchanges and transfers of Notes will be free of service charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be returned accompanied by a written instrument of transfer in form satisfactory to or retained the Issuer and canceled the Registrar and executed by the Trustee registered Holder 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 person or by the Registered Depositary at the direction Holder’s attorney duly authorized in writing. The date 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 legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text registration of any Note may delivered upon any exchange or transfer of Notes shall be set forth on the reverse thereof, with an appropriate reference thereof on the face such that no gain or loss of the Note. If the Notes conflict interest results from such exchange or are inconsistent with the provisions of the Indenture, then this Indenture shall controltransfer.
Appears in 2 contracts
Sources: Eighth Supplemental Subordinated Indenture (Deutsche Bank Aktiengesellschaft), Sixth Supplemental Subordinated Indenture (Deutsche Bank Aktiengesellschaft)
Form of the Notes. (a) The Notes offered and sold the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in reliance on Rule 144A will be initially represented by one or more, permanent Global Notes (in substantially the form of set forth in 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 DepositaryA hereto. 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 terms and the Registered Depositary as hereinafter provided.
(b) Notes 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 provisions contained in the form of one or more permanent Global Notes (in substantially attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture, and, to the form of Exhibit A-1 or A-2, as extent applicable, but without the restrictive legend) in definitive, fully registered book-entry form (collectivelyCompany, the “Exchange Global Notes”; and together with the Rule 144A Restricted Global Note Subsidiary Guarantors and the Regulation S Unrestricted Global NoteTrustee, the “Global Notes”)by their execution and delivery of this Indenture, which will expressly agree to such terms and provisions and to be registered in the name of a nominee of DTC and deposited on behalf of the purchasers bound thereby. Any of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct).
(d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such legends notations, legends, endorsements or endorsements printedchanges as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, lithographedor as may be required by the custodian for the Global Notes, engraved, typewritten the Depositary or photocopied thereon as may be required for the Notes to be tradable on any market in which the Notes are to be admitted or as may be required to comply with the rules any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange upon or automated quotation system on which the Notes are to may be listed listed, or to conform to any usage in respect thereofusage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The certificates representing the Notes may contain any legends (including, without limitation, legends relating to any resale restrictions under U.S. federal or state securities laws or otherwise) as may, consistently herewith, may be prescribed determined by the Board Company. In addition, notwithstanding anything to the contrary herein or in the Notes, the Company and the Trustee may refuse to remove any such legend on a certificate representing any Note at the request of Directors any Holder thereof prior to being provided with such information or documentation (including, without limitation, legal opinions) as may be reasonably required by the Company or the Trustee in connection with such removal. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all of the Issuer or Notes will be represented 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 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 issued in definitive global form shall be registered in the name or names of such Persons and for the principal amounts as 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 nominee of the Depositary (“Global Notes”). The transfer and exchange of beneficial interests in any such Global Notes are issued shall be effected through the Depositary in a transaction under Rule 144A accordance with this Indenture and the applicable procedures 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 Depositary; and under 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 NoteNotes shall be subject to all rules and procedures of the Depositary. Interests Except as provided in the Section 2.08(b), beneficial owners of a Global Note shall not be transferred on the Registered Depositary’s book-entry settlement system.
(f) At such time as all beneficial interests entitled to have certificates registered in a particular Global Note have been exchanged for Notes their names, will not receive or be entitled to receive physical delivery of certificates in definitive form or a particular and will not be considered Holders of such Global Note has been redeemed, repurchased or canceled in whole and not in part, such Note. Each Global Note shall represent such of the outstanding Notes as shall be returned specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or retained and canceled by the Trustee in accordance with Section 2.18reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. At any time prior to such cancellation, if any beneficial interest in Any endorsement of a Global Note is exchanged for to reflect the amount of any increase or transferred to a Person who will take delivery thereof decrease in the form of a beneficial interest in another Global Note or in the form of Notes in definitive form, the principal amount of outstanding Notes represented by such Global Note shall be reduced accordingly and an endorsement thereby shall be made on such Global Note by the Trustee Trustee, the Registrar or by the Registered Depositary custodian for the Global Note, at the direction of the Trustee to reflect Trustee, in such reduction; manner and if upon instructions given by the beneficial Holder of such Notes in accordance with this Indenture. Payment of principal of and interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another on any Global Note, such other Global Note shall be increased accordingly and an endorsement Notes shall be made on such Global Note by to the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increasein immediately available funds.
(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 legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.
Appears in 1 contract
Sources: Senior Convertible Notes Indenture (CME Media Enterprises B.V.)
Form of the Notes. (a) The Notes offered and sold in reliance on Rule 144A will shall 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 issued from time to time in fully registered form and each series or issue- of Notes shall be increased or decreased by adjustments made on the records of the Note Registrar and the Registered Depositary as hereinafter provided.
(b) Notes offered and sold issued 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 a global note (collectively, the “Regulation S Unrestricted a "Global Note”") which will be registered except in the name of a nominee of circumstances set forth in Subsections 2.8(a) and 2.8(c), in Section 3.2 or unless the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit Issuer determines to the respective accounts of issue 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 at the time of issue, in which case Notes will be issued in the form of one or more permanent Global Notes definitive certificates (the "Certificated Notes") and in substantially either case: (i) shall specify the form applicable date of Exhibit A-1 or A-2issue, as applicablerate of interest (including, but without in the restrictive legend) in definitive, fully registered book-entry form case of a floating rate Note (collectivelya "Floating Rate Note"), the “Exchange Global Notes”applicable Interest Rate Basis or Interest Rate Bases), date or dates on which interest shall be payable, maturity date, currency in which the Note is to be issued and in which interest, premium (if any) and principal shall be paid, and denomination; (ii) shall specify such other provisions as are to govern the Note, provided that they shall be consistent with those provisions set out in the Prospectus and the applicable Pricing Supplement; and together with the Rule 144A Restricted Global Note and the Regulation S Unrestricted Global Note, the “Global Notes”), which will be registered in the name of a nominee of DTC and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct).
(diii) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such legends or endorsements printed, lithographed, engraved, typewritten or photocopied thereon as may be required to comply with the rules of any securities exchange 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 issued substantially 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 issued in definitive form shall be registered Schedule A-I in the name case of a fixed rate Note (a "Fixed Rate Note") or names of such Persons and for the principal amounts as 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 Schedule A-II in the case of a Floating Rate Note, in all cases with such appropriate additions and variations as shall be required and as are consistent with the provisions set out in the Prospectus and the applicable Pricing Supplement and shall bear such distinguishing letters and numbers as the Trustee shall approve, or in such other form or forms as may, from time to time, be approved by the Issuer. Beneficial interests in 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 under 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 through book-entry settlement system.
(f) At such time accounts, to be established and maintained by CDS for financial institutions acting on behalf of Beneficial Owners as all beneficial interests direct and indirect participants in a particular CDS. 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 Certificated Notes shall be returned payable as to or retained principal 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, thereon at 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 office in Toronto 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 increasePaying Agent.
(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 legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.
Appears in 1 contract
Sources: Supplemental Indenture (Berkshire Hathaway Energy Co)
Form of the Notes. (a) The Notes offered and sold the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in reliance on Rule 144A will be initially represented by one or more, permanent Global Notes (in substantially the form of set forth in 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 DepositaryA hereto. 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 terms and the Registered Depositary as hereinafter provided.
(b) Notes 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 provisions contained in the form of one or more permanent Global Notes (in substantially attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the form of Exhibit A-1 or A-2, as extent 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 Company and the Regulation S Unrestricted Global NoteTrustee, the “Global Notes”)by their execution and delivery of this Indenture, which will expressly agree to such terms and provisions and to be registered in the name of a nominee of DTC and deposited on behalf of the purchasers bound thereby. Any of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct).
(d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such legends notations, legends, endorsements or endorsements printed, lithographed, engraved, typewritten changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture or photocopied thereon as may be required to comply with the rules any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange upon or automated quotation system on which the Notes are to may be listed listed, or to conform to any usage in respect thereofusage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as maythe Notes are eligible for book-entry settlement with the Depositary, consistently herewithor unless otherwise required by law, be prescribed or otherwise contemplated by the Board of Directors Section 2.08(b), all of the Issuer or Notes shall be represented 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 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 issued in definitive global form shall be registered in the name or names of such Persons and for the principal amounts as 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 nominee of the Depositary (the “Global Notes”). The transfer and exchange of beneficial interests in any such Global Notes are issued shall be effected through the Depositary in a transaction under Rule 144A accordance with this Indenture and the applicable procedures of the Securities Act, any such Person shall purchase such Notes Depositary. Except as provided in transactions complying with Rule 144A under the Securities Act. The Trustee, as custodian (“Custodian”Section 2.08(b), will act as custodian beneficial owners of each a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive form and shall not be considered holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian 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 under 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 Trustee, in such reduction; manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal of, interest on and premium, 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 any, on any Global Note, such other Global Note shall be increased accordingly and an endorsement Notes shall be made on such Global Note by to the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increasein immediately available funds.
(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 legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.
Appears in 1 contract
Form of the Notes. (a) The Notes offered and sold the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in reliance on Rule 144A will be initially represented by one or more, permanent Global Notes (in substantially the form of set forth in 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 DepositaryA hereto. 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 terms and the Registered Depositary as hereinafter provided.
(b) Notes 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 provisions contained in the form of one or more permanent Global Notes (in substantially attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the form of Exhibit A-1 or A-2, as extent applicable, but without the restrictive legend) in definitive, fully registered book-entry form (collectivelyIssuer, the “Exchange Global Notes”; and together with the Rule 144A Restricted Global Note Guarantors and the Regulation S Unrestricted Global NoteTrustee, the “Global Notes”)by their execution and delivery of this Indenture, which will expressly agree to such terms and provisions and to be registered in the name of a nominee of DTC and deposited on behalf of the purchasers bound thereby. Any of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct).
(d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such legends notations, legends, endorsements or endorsements printedchanges as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, lithographed, engraved, typewritten or photocopied thereon as may be required by the custodian for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A or as may be required to comply with the rules any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange upon or automated quotation system on which the Notes are to may be listed listed, or to conform to any usage in respect thereofusage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as maythe Notes are eligible for book-entry settlement with the Depositary, consistently herewithor unless otherwise required by law, be prescribed or otherwise contemplated by the Board of Directors Section 2.08(b), all of the Issuer or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to Notes shall initially be evidenced by its signing the Notes.
(e) The Notes may be 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 issued in definitive global form shall be registered in the name or names of such Persons and for the principal amounts as 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 nominee of the Depositary (the “Global Notes”). The transfer and exchange of beneficial interests in any such Global Notes are issued shall be effected through the Depositary in a transaction under Rule 144A accordance with this Indenture and the applicable procedures of the Securities Act, any such Person Depositary. Global Notes shall purchase such bear the Global Notes Legend. Except as provided in transactions complying with Rule 144A under the Securities Act. The Trustee, as custodian (“Custodian”Section 2.08(b), will act as custodian beneficial owners of each a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian 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 under 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 Trustee, in such reduction; manner and if upon instructions given by the beneficial Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another on any Global Note, such other Global Note shall be increased accordingly and an endorsement Notes shall be made on such Global Note by to the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increasein immediately available funds.
(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 legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the 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 (Spansion Inc.)
Form of the Notes. (a) The Notes offered and sold the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in reliance on Rule 144A will be initially represented by one or more, permanent Global Notes (in substantially the form of set forth in 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 DepositaryA hereto. 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 terms and the Registered Depositary as hereinafter provided.
(b) Notes 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 provisions contained in the form of one or more permanent Global Notes (in substantially attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and, to the form of Exhibit A-1 or A-2, as extent 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 Company and the Regulation S Unrestricted Global NoteTrustee, the “Global Notes”)by their execution and delivery of this Supplemental Indenture, which will expressly agree to such terms and provisions and to be registered in the name of a nominee of DTC and deposited on behalf of the purchasers bound thereby. Any of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct).
(d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such legends notations, legends, endorsements or endorsements printed, lithographed, engraved, typewritten or photocopied thereon changes as the officers executing the same may be required to comply with the rules of any securities exchange upon which the Notes are approve (execution thereof to be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be prescribed by the Board conclusive evidence 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 issued in the form of (a) definitive Notes under the circumstances described in Sections 2.12(c), (dapproval) and (e) hereto or (b) one or more Global Notes. Notes issued in definitive form shall be registered in the name or names of such Persons and for the principal amounts as 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 under 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 legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the Note. If the Notes conflict or are not inconsistent with the provisions of the Indenture, then or as may be required by the Custodian for the Global Securities or the Depositary or as may be required to comply with any applicable 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, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, subject to Section 2.06 of this Supplemental Indenture and Section 311 of the Original Indenture, all of the Notes will be represented by one or more Global Securities. The transfer and exchange of beneficial interests in any such Global Securities shall be effected through the Depositary in accordance with the Indenture and the applicable procedures of the Depositary. Except as provided in Section 2.06 of this Supplemental Indenture or Section 311 of the Original Indenture (as amended pursuant to the immediately following paragraph), beneficial owners of a Global Security shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Security. For purposes of the Notes, the fourth paragraph of Section 311 of the Original Indenture shall controlbe deemed to be deleted in its entirety. Any Global Security shall represent such of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect issuances, repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian for the Global Security, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture.
Appears in 1 contract
Form of the Notes. (a) The Notes offered and sold the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in reliance on Rule 144A will be initially represented by one or more, permanent Global Notes (in substantially the form of set forth in 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 DepositaryA hereto. 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 terms and the Registered Depositary as hereinafter provided.
(b) Notes 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 provisions contained in the form of one or more permanent Global Notes (in substantially attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the form of Exhibit A-1 or A-2, as extent applicable, but without the restrictive legend) in definitive, fully registered book-entry form (collectivelyCompany, the “Exchange Global Notes”; and together with the Rule 144A Restricted Global Note Guarantors and the Regulation S Unrestricted Global NoteTrustee, the “Global Notes”)by their execution and delivery of this Indenture, which will expressly agree to such terms and provisions and to be registered in the name of a nominee of DTC and deposited on behalf of the purchasers bound thereby. Any of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct).
(d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such legends notations, legends, endorsements or endorsements printedchanges as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, lithographed, engraved, typewritten or photocopied thereon as may be required by the custodian for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A or as may be required to comply with the rules any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange upon or automated quotation system on which the Notes are to may be listed listed, or to conform to any usage in respect thereofusage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as maythe Notes are eligible for book-entry settlement with the Depositary, consistently herewithor unless otherwise required by law, be prescribed or otherwise contemplated by the Board of Directors Section 2.08(b), all of the Issuer or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to Notes shall initially be evidenced by its signing the Notes.
(e) The Notes may be 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 issued in definitive global form shall be registered in the name or names of such Persons and for the principal amounts as 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 nominee of the Depositary (the “Global Notes”). The transfer and exchange of beneficial interests in any such Global Notes are issued shall be effected through the Depositary in accordance with this Indenture and the Applicable Procedures. Global Notes shall bear the Global Notes Legend. Except as provided in Section 2.08(b), beneficial owners of a transaction under Rule 144A Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such Global Note. Any Global Notes shall represent such of the Securities Actoutstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, any such Person shall purchase such Notes in transactions complying with Rule 144A under the Securities Actconversions, transfers or exchanges permitted hereby. The Trustee, as custodian (“Custodian”), will act as custodian Any endorsement of each a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian 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 under 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 Trustee, in such reduction; manner and if upon instructions given by the beneficial Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another on any Global Note, such other Global Note shall be increased accordingly and an endorsement Notes shall be made on such Global Note by to the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increasein immediately available funds.
(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 legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the 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 (Jarden Corp)
Form of the Notes. (a) The Notes offered and sold the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in reliance on Rule 144A will be initially represented by one or more, permanent Global Notes (in substantially the form of set forth in 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 DepositaryA hereto. 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 terms and the Registered Depositary as hereinafter provided.
(b) Notes 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 provisions contained in the form of one or more permanent Global Notes (in substantially attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the form of Exhibit A-1 or A-2, as extent 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 Company and the Regulation S Unrestricted Global NoteTrustee, the “Global Notes”)by their execution and delivery of this Indenture, which will expressly agree to such terms and provisions and to be registered in the name of a nominee of DTC and deposited on behalf of the purchasers bound thereby. Any of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct).
(d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such legends notations, legends, endorsements or endorsements printedchanges as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, lithographed, engraved, typewritten or photocopied thereon as may be required by the custodian for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A or as may be required to comply with the rules any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange upon or automated quotation system on which the Notes are to may be listed listed, or to conform to any usage in respect thereofusage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as maythe Notes are eligible for book-entry settlement with the Depositary, consistently herewithor unless otherwise required by law, be prescribed or otherwise contemplated by the Board of Directors Section 2.08(b), all of the Issuer or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to Notes shall be evidenced by its signing the Notes.
(e) The Notes may be 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 issued in definitive global form shall be registered in the name or names of such Persons and for the principal amounts as 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 nominee of the Depositary (the “Global Notes”). The transfer and exchange of beneficial interests in any such Global Notes are issued shall be effected through the Depositary in a transaction under Rule 144A accordance with this Indenture and the applicable procedures of the Securities Act, any such Person shall purchase such Notes Depositary. Except as provided in transactions complying with Rule 144A under the Securities Act. The Trustee, as custodian (“Custodian”Section 2.08(b), will act as custodian beneficial owners of each a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian 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 under 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 Trustee, in such reduction; manner and if upon instructions given by the beneficial Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another on any Global Note, such other Global Note shall be increased accordingly and an endorsement Notes shall be made on such Global Note by to the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increasein immediately available funds.
(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 legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the 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 (Stone Energy Corp)
Form of the Notes. (a) The Notes offered and sold the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in reliance on Rule 144A the form set forth in Exhibit A hereto. The terms and provisions contained in the form of Notes attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all of the Notes will be initially represented by one or more, permanent Global more Notes (in substantially the global 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 the Depositary or the nominee of the Registered Depositary (“Global Notes”). The transfer and deposited on behalf exchange of beneficial interests in any such Global Notes shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the purchasers Depositary; and beneficial interests in the Global Notes shall be subject to all rules and procedures of the Depositary. Except as provided in Section 2.08(b), beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding 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 offered and sold in reliance on Regulation S will be initially represented by one reduced to reflect repurchases, conversions, transfers 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 Clearstreamexchanges permitted hereby. 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 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, the “Global Notes”), which will be registered in the name of a nominee of DTC and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct).
(d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such legends or endorsements printed, lithographed, engraved, typewritten or photocopied thereon as may be required to comply with the rules of any securities exchange 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 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 issued in definitive form shall be registered in the name or names of such Persons and for the principal amounts as the Issuer may request. The Issuer initially appoints the Registered Depositary to act as depositary for the Global Notes. Notes issued in the form Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be registered in made by the name of Trustee or 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 under 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 Trustee, in such reduction; manner and if upon instructions given by the beneficial Holder of such Notes in accordance with this Indenture. Payment of principal of and interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another on any Global Note, such other Global Note shall be increased accordingly and an endorsement Notes shall be made on such Global Note by to the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increasein immediately available funds.
(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 legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.
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Form of the Notes. (a) The Notes offered and sold in reliance on Rule 144A will shall 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 issued from time to time in fully registered form and each series or issue of Notes shall be increased or decreased by adjustments made on the records of the Note Registrar and the Registered Depositary as hereinafter provided.
(b) Notes offered and sold issued 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 a global note (collectively, the “Regulation S Unrestricted a "Global Note”") which will be registered except in the name of a nominee of circumstances set forth in Subsections 2.8(a) and 2.8(c), in Section 3 .2 or unless the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit Issuer determines to the respective accounts of issue 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 at the time of issue, in which case Notes will be issued in the form of one or more permanent Global Notes definitive certificates (the "Certificated Notes") and in substantially either case: (i) shall specify the form applicable date of Exhibit A-1 or A-2issue, as applicablerate of interest (including, but without in the restrictive legend) in definitive, fully registered book-entry form case of a floating rate Note (collectivelya "Floating Rate Note"), the “Exchange Global Notes”applicable Interest Rate Basis or Interest Rate Bases), date or dates on which interest shall be payable, maturity date, currency in which the Note is to be issued and in which interest, premium (if any) and principal shall be paid, and denomination; (ii) shall specify such other provisions as are to govern the Note, provided that they shall be consistent with those provisions set out in the Prospectus and the applicable Pricing Supplement; and together with the Rule 144A Restricted Global Note and the Regulation S Unrestricted Global Note, the “Global Notes”), which will be registered in the name of a nominee of DTC and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct).
(diii) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such legends or endorsements printed, lithographed, engraved, typewritten or photocopied thereon as may be required to comply with the rules of any securities exchange 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 issued substantially 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 issued in definitive form shall be registered Schedule A-I in the name case of a fixed rate Note (a "Fixed Rate Note") or names of such Persons and for the principal amounts as 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 Schedule A-II in the case of a Floating Rate Note, in all cases with such appropriate additions and variations as shall be required and as are consistent with the provisions set out in the Prospectus and the applicable Pricing Supplement and shall bear such distinguishing letters and numbers as the Trustee shall approve, or in such other form or forms as may, from time to time, be approved by the Issuer. Beneficial interests in 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 under 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 through book-entry settlement system.
(f) At such time accounts, to be established and maintained by CDS for financial institutions acting on behalf of Beneficial Owners as all beneficial interests direct and indirect participants in a particular CDS. 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 Certificated Notes shall be returned payable as to or retained principal 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, thereon at 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 office in Toronto 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 increasePaying Agent.
(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 legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.
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Sources: Supplemental Indenture (Berkshire Hathaway Energy 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 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 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, the “Global Notes”), which will be registered in the name of a nominee of DTC and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct).
(d) The Notes shall each be in registered form and may have such letters, numbers or other marks of identification and such legends or endorsements printed, lithographed, engraved, typewritten or photocopied thereon as may be required to comply with the rules of any securities exchange 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 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 issued in definitive form shall be registered in the name or names of such Persons and for the principal amounts as 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 Note, duly executed by the Company and authenticated by the Trustee, which shall be deposited with the Trustee as custodian for DTC and registered in the name of “Cede & Co.,” as the Registered Depositary or its nomineenominee of DTC. In The Notes shall be substantially in the event any 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 Notes are issued Base Indenture and this Thirty-Third Supplemental Indenture, if any, shall be substantially in a transaction under Rule 144A the form of Exhibit A attached hereto (but without 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 capacityLegend thereon). So long as the Registered Depositary DTC, or its nominee nominee, is the registered owner of the a Global Note, it DTC or its nominee, as the case may be, shall be considered the holder sole owner or Holder of the Notes represented thereby for all purposes hereunder and under 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 for all purposes under the Indenture. Ownership of beneficial interests in 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 shown on, and an endorsement transfers thereof shall be made on effected only through, records maintained by 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 (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 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 by 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 or by the Registered Depositary at the direction Company Order. Beneficial interests in Global Notes may be exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to the Trustee to reflect such increaseby or on behalf of the Depositary in accordance with customary procedures.
2. Subject to clause (g1) The forms above, any exchange of Notes may have such appropriate insertions, omissions, substitutions and a Global Note for other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note Securities may be set forth on made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in such names as the reverse Depositary for such Global Note shall direct.
3. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, with an appropriate reference thereof on shall be authenticated and delivered in the face form of, and shall be, a Global Note, unless such note is registered in the name of a Person other than the Note. If the Notes conflict Depositary for such Global Note or are inconsistent with the provisions of the Indenture, then this Indenture shall controla nominee thereof.
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