Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered. (iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct. (iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 3 contracts
Sources: Indenture (Ormat Technologies, Inc.), Indenture (Ormat Technologies, Inc.), Indenture (Ormat Technologies, Inc.)
Global Notes. This Section 2.07(c(a) shall apply to Global Notes.
(i) Each The Global Note authenticated under this Indenture shall initially be registered in the name of the Depository designated for such Global Note Depositary or a its nominee thereof and be delivered to such Depository or a nominee thereof or custodian therefor, and each such Global the Note shall constitute a single Global Note for all purposes of this IndentureCustodian. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of So long as a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a nominee thereofHolder.
(vb) Notwithstanding The Holder of a Global Note may grant proxies and otherwise authorize any other provision of Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.
(c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Senior Secured NotesNotes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, transfers of interests in a Global Note of the kind described is redeemed, repurchased, converted or exchanged in Section 2.01 and in subclauses (B)part, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S such Global Note shall comply with subclause (F) be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or Regulation S Unrestricted exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall only apply if there is be in a Restricted Global Note, Temporary Regulation S Global Note principal amount of $1.00 or Regulation S Unrestricted Global Note, as the case may bean integral multiple thereof.
Appears in 3 contracts
Sources: Indenture (Prime Succession Holdings Inc), Indenture (Prime Succession Holdings Inc), Indenture (Prime Succession Holdings Inc)
Global Notes. This Section 2.07(c(a) shall apply With respect to Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered Notes issuable as or represented by, in the name of the Depository designated for such Global Note whole or a nominee thereof and delivered to such Depository or a nominee thereof or custodian thereforin part, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes may be Restricted are at any time not Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes, or any combination thereof.
(iib) Notwithstanding any other provision in of this Indenture, no a Global Note may not be exchanged transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in whole the following circumstances or as otherwise specified in part for Senior Secured any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate:
(i) Definitive Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of issued to Beneficial Holders at any Person other than the Depository for such Global Note or a nominee thereof unless time after:
(A) such Depository the Issuer has determined that CDS (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note Notes, or (2) has ceased ceases to be eligible to be a clearing agency registered under the Exchange ActDepository, and, in either case, each case the Issuer is unable to locate a qualified successor Depository is not appointed within 90 days thereof, to its reasonable satisfaction;
(B) the Issuer executes has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and delivers has communicated such determination or requirement to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeablein writing, or the book-entry system ceases to exist; or
(C) there shall have occurred and be continuing the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and
(ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) by a Depository to a nominee of such Depository, or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee.
(c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5.
(d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the Global Notes. Any Global Note exchanged pursuant to subclause interests of participants in the Depository (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed “Participants”), through records maintained by the Depository or its nominee for such the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Notwithstanding any Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other provision interest in this Indenture, Notes represented by a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred do so only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such through a transfer may be registeredParticipant.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 3 contracts
Sources: Trust Indenture (Columbia Care Inc.), Trust Indenture (Columbia Care Inc.), Trust Indenture
Global Notes. This Section 2.07(c) shall apply Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a “Global Note”), and if issued as one or more Global Notes.
(i) Each Global Note authenticated under this Indenture , the Depositary shall be The Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. On the date on which the Notes registered in the name of the Depository designated for such Global Note or a nominee thereof and delivered Purchase Contract Agent pursuant to such Depository or a nominee thereof or custodian thereforSection 2.03 are issued, and each such Global Note the Company shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by also issue one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any Person other than case where the Depository Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases and Decreases in Note on the Global Notes held by the Depositary. Notes represented by the Global Notes will be exchangeable for such Global Note or a nominee thereof unless Notes in certificated form only (Ax) such Depository (1) has notified if the Issuer Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for such the Global Note Notes or (2) has ceased if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, and the Company has not appointed a successor Depository is not appointed Depositary within 90 days thereofof that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that the Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as the portion of the Global Note to be exchanged. Except as provided above, (B) owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Issuer executes Holders thereof for any purpose under the Indenture. Unless and delivers to the Trustee a Authentication Order providing that until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be so transferablemade, registrable and exchangeableonly to the Depositary or a nominee of the Depositary, or (C) there shall have occurred and be continuing an Event to a successor Depositary selected or approved by the Company or to a nominee of Default with respect to the Global Notessuch successor Depositary. Any Global Note exchanged that is exchangeable pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (iix) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such name or names as the Depository for such Global Note Depositary shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 3 contracts
Sources: Supplemental Indenture (Johnson Controls Inc), Supplemental Indenture (Johnson Controls Inc), Supplemental Indenture (Johnson Controls Inc)
Global Notes. This Section 2.07(c(a) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture shall The Notes of each Tranche will be registered in the name of the Depository designated for such represented on issue by either a single Temporary Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such single Permanent Global Note shall constitute a single Global Note for all purposes of this IndentureNote. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Each Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferableexchangeable for either Definitive Notes together with (except in the case of Zero Coupon Notes) Coupons and, registrable and exchangeablewhere applicable, Talons attached, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any a Permanent Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not each case in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by accordance with the Depository for provisions of such Temporary Global Note. Notwithstanding Each Permanent Global Note shall be exchangeable for Definitive Notes together with (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safe-keeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other provision agreement between the relevant Issuer and the relevant Dealer(s) and, in this Indentureeach case, a the Agency Agreement.
(b) Each Temporary Global Note to which the restriction set forth shall be printed or typed in the second preceding sentence shall have ceased to apply may be transferred only to, form or substantially in the form set out in Part 1 of Schedule 2 and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such a facsimile. Each Temporary Global Note shall have directed annexed thereto a copy of the applicable Final Terms and no transfer thereof other than such shall be signed manually or in facsimile by a transfer may person duly authorised by the relevant Issuer on behalf of the relevant Issuer and shall be registeredauthenticated by or on behalf of the Agent and shall, in the case of a Eurosystem-eligible NGN, be effectuated by the common safe-keeper acting on the instructions of the Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the relevant Issuer and title thereto shall pass by delivery.
(iiic) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Each Permanent Global Note shall direct.
(iv) Every Senior Secured be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 and may be a facsimile. Each Permanent Global Note authenticated shall have annexed thereto a copy of the applicable Final Terms and delivered upon registration of transfer of, shall be signed manually or in exchange for or in lieu of, facsimile by a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise person duly authorised by the relevant Issuer on behalf of the relevant Issuer and shall be authenticated by or on behalf of the Agent and delivered shall, in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name case of a Person other than Eurosystem-eligible NGN, be effectuated by the Depository for such common safe-keeper acting on the instructions of the Agent. Each Permanent Global Note or so executed and authenticated shall be a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or binding and valid obligation of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 relevant Issuer and in subclauses (B), (C), (D) and (E) of this clause (v) below title thereto shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bepass by delivery.
Appears in 3 contracts
Sources: Fifteenth Supplemental Trust Deed, Twelfth Supplemental Trust Deed, Thirteenth Supplemental Trust Deed
Global Notes. This Section 2.07(c) shall apply Initial Notes and Additional Notes initially resold pursuant to Global Notes.
(i) Each Global Note authenticated under this Indenture Rule 144A shall be issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”) and Initial Notes and Additional Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes (collectively, the “Temporary Regulation S Global Note”); and Initial Notes and Additional Notes initially resold to IAIs shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form (collectively, the “IAI Global Note”), in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the Depository designated or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note, a permanent global security (the “Permanent Regulation S Global Note”), or any other Note without a legend containing restrictions on transfer of such Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, an IAI Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such the Permanent Regulation S Global Note shall constitute a single only upon certification in form reasonably satisfactory to the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for all purposes an IAI Global Note, certification that the interest in the Temporary Regulation S Global Note is being transferred to an institutional “accredited investor” (as defined under the Securities Act) that is acquiring the securities for its own account or for the account of this Indenturean institutional accredited investor. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Beneficial interests in Temporary Regulation S Global Notes or Regulation S Unrestricted IAI Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note Notes may be exchanged for interests in whole or in part for Senior Secured Rule 144A Global Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository if (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) transferor of the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth beneficial interest in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or Regulation S Unrestricted the IAI Global Note, as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Temporary Regulation S Global Notes and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) and (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note or an IAI Global Note may bebe transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable). The Rule 144A Global Note, the IAI Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.
Appears in 2 contracts
Sources: Fifteenth Supplemental Indenture (Standard Pacific Corp /De/), Supplemental Indenture (Standard Pacific Corp /De/)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Increases and Decreases in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Increases and Decreases in the Global Note” attached thereto). Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in definitive fully registered, global form without interest coupons (collectively, the “Regulation S Global Notes”). The term “Global Notes” means, collectively, the Rule 144A Global Notes and the Regulation S Global Notes. Each Global Note authenticated under this Indenture will represent such of the outstanding Notes as will be specified therein and each represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon. The aggregate principal amount of outstanding Notes represented by such Global Note may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and the issuance of Additional Notes. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 or by a Company Order in connection with the issuance of Additional Notes as required by Section 2.02(d). The Global Notes initially shall (1) be registered in the name of the Depository designated for such Global Note Depositary or a the nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be madethe Depositary, in the name each case for credit to an account of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or an Agent Member, (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers delivered to the Trustee a Authentication Order providing that as custodian for such Global Note shall be so transferable, registrable Depositary and exchangeable(3) bear the Restricted Notes Legend. Members of, or direct or Indirect Participants in, the Depositary, Euroclear or Clearstream (C“Agent Members”) there shall have occurred and be continuing an Event of Default no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall The Depositary may be so exchanged in whole and not in part treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note exchanged pursuant Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to subclause (B) any written certification, proxy or (C) above may be exchanged in whole or from time to time in part as directed other authorization furnished by the Depository for such Global Note. Notwithstanding any other provision in this IndentureDepositary or impair, a Global Note to which as between the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only toDepositary, and may be registered and exchanged for Senior Secured Notes registered only in the name Euroclear or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global NoteClearstream, as the case may be, and their respective Agent Members, the operation of customary practices governing the exercise of the rights of any Holder.
Appears in 2 contracts
Sources: Securities Purchase Agreement, Indenture
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered 144A-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered Reg S-1 upward (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Issuer and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of authenticated by the Trustee as provided in this Indenture. The Senior Secured Notes may be represented by one One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global NotesNotes Legend and the Restricted Notes Legend, numbered IAI-1 upward (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note Depositary or a nominee thereof.
(v) Notwithstanding any other provision of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture or of the Senior Secured Notes, to accommodate transfers of beneficial interests in a Global Note of the kind described Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary the Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, Temporary the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note or Regulation S and any Unrestricted Global Note shall only apply if there is are each referred to herein as a Restricted “Global Note, Temporary Regulation S ” and are collectively referred to herein as “Global Notes.” Each Global Note or Regulation S Unrestricted shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the case may be.amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of this Indenture and Section 2.3(c) of this Appendix A.
Appears in 2 contracts
Sources: Indenture (Universal Health Services Inc), Indenture (Universal Health Services Inc)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in provisions of this IndentureIndenture or the Notes, no a Global Note may shall not be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, registered in the name of any Person other than the Depository for such Depositary or one or more nominees thereof, provided that a Global Note or a nominee thereof unless may be exchanged for Notes registered in the names of any Person designated by the Depositary in the event that (A) such Depository (1) the Depositary has notified the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2) such Depositary has ceased to be a “clearing agency agency” registered under the Exchange Act, and, in either case, and a successor Depository Depositary is not appointed by the Company within 90 days thereofdays, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing extent permitted by the Depositary, the Company, in its sole discretion, determines at any time that the Notes shall no longer be represented by Global Notes and shall inform such Global Note shall be so transferable, registrable and exchangeable, Depositary of such determination; or (C) there shall have occurred and be continuing is a request by or on behalf of the Depository in accordance with its customary procedures to exchange an Event of Default with respect to interest in the Global Notes for Non-global Notes. Any Global Note exchanged pursuant to subclause clause (A) above shall be so exchanged in whole and not in part part, and any Global Note exchanged pursuant to subclause clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global NoteDepositary. Notwithstanding any other provision in this Indenture, a Global Any Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a person other than the Depositary or a nominee thereof shall not be a Global Note.
(iii) If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Note Registrar, for exchange or cancellation, as provided in this Article 2. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, in each case, as provided in Section 2.07, then either (A) such name Global Note shall be so surrendered for exchange or names cancellation, as provided in this Article 2, or (B) the Principal Amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the Principal Amount of such other Note to be so exchanged for a beneficial interest therein, as the Depository case may be, by means of an appropriate adjustment made on the records of the Trustee, as Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 2.07(c) and as otherwise provided in this Article 2, authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall directpromptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 2 if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07Article 2 or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a registered Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository Depositary for such Global Note or a nominee thereof, in which case such Note shall be authenticated and delivered in definitive, fully registered form, without interest coupons.
(v) Notwithstanding any other provision The Depositary or its nominee, as registered owner of this a Global Note, shall be the Holder of such Global Note for all purposes under the Indenture or of and the Senior Secured Notes, transfers and owners of beneficial interests in a Global Note of shall hold such interests pursuant to the kind described in Section 2.01 and in subclauses (B)Applicable Procedures. Accordingly, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an any such owner’s beneficial interest in a Temporary Regulation S Global Note shall comply with subclause (F) be shown only on, and the transfer of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes such interest shall be effected only through, records maintained by the Depositary or beneficial interests in Global Notes to Persons who wish to take delivery in the form its nominee or its Agent Members and such owners of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note not be considered the owners or Regulation S Unrestricted Global Note, as the case may beholders thereof.
Appears in 2 contracts
Sources: Indenture (Charter Communications Inc /Mo/), Indenture (Charter Communications Inc /Mo/)
Global Notes. This Section 2.07(c2(b) shall apply to any Book-Entry Notes represented by one or more Global Notes.Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (the “Depositary”) or a nominee thereof:
(i) Each each Global Note authenticated under this Indenture shall representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof and delivered to such Depository thereof;
(ii) notwithstanding any other provisions of this Agreement or a nominee thereof or custodian thereforGlobal Note, and each such Global Note shall constitute not be transferred except as a single Global Note for all purposes whole by a nominee of this Indenturethe Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no A Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Certificated Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless event that (A) such Depository (1) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depository Depositary for such the Global Note Notes or (2) the Depositary has ceased to be a “clearing agency agency” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in either case, and a successor Depository depositary is not appointed by the Issuer within 90 sixty (60) days thereofthereafter, (B) an Event of Default (as defined in the Issuer executes Notes) has occurred and delivers is continuing with respect to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, Notes or (C) there the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall have occurred and no longer be continuing an Event of Default with respect to the represented by Global Notes. Any Global Note exchanged pursuant to subclause clause (A) or (C) above shall be so exchanged in whole and but not in part and part, while any Global Note exchanged pursuant to subclause clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.Depositary;
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be issued as Certificated Notes, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be registered in such name or names and be in such authorized denominations as the Depository Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall direct.be surrendered by the Depositary to the Corporate Trust Office of the Issuing and Paying Agent located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇, ▇▇. ▇▇▇▇, MN 55107-1402 (the “Corporate Trust Office”), to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent. Upon any such surrender or adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer, the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such surrender, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Global Note on behalf of the Depositary for the remaining principal amount thereof; and
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer neither any members of, or in exchange for or in lieu ofparticipants in, a the Depositary (“Participants”) nor any other persons on whose behalf Participants may act shall have any rights under this Agreement with respect to any Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note Depositary or a any nominee thereof.
(v) Notwithstanding , or under any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted such Global Note, Temporary Regulation S Global Note and the Depositary or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Notesuch nominee, as the case may be, may be treated by the Issuer, the Issuing and Paying Agent and any agent of the Issuer or the Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note in accordance with Section 12(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Issuer or the Issuing and Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the rights of a Registered Holder of a Global Note.
Appears in 2 contracts
Sources: Issuing and Paying Agency Agreement (Univest Corp of Pennsylvania), Issuing and Paying Agency Agreement (Univest Corp of Pennsylvania)
Global Notes. This Section 2.07(c) shall apply Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a “Global Note”), and if issued as one or more Global Notes.
(i) Each Global Note authenticated under this Indenture , the Depositary shall be The Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. On the date on which the Notes registered in the name of the Depository designated for such Global Note or a nominee thereof and delivered Purchase Contract Agent pursuant to such Depository or a nominee thereof or custodian thereforSection 2.03 are issued, and each such Global Note the Company shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by also issue one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any Person other than case where the Depository Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases or Decreases in Note on the Global Notes held by the Depositary and on the Pledged Note held by the Collateral Agent. Notes represented by the Global Notes will be exchangeable for such Global Note or a nominee thereof unless Notes in certificated form only (Ax) such Depository (1) has notified if the Issuer Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for such the Global Note Notes or (2) has ceased if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, and the Company has not appointed a successor Depository is not appointed Depositary within 90 days thereof, (B) of that notice or of its becoming aware of such cessation; or at the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing request of any Holder of Notes if an Event of Default has occurred and is continuing with respect to the Notes or (y) upon recreation of Corporate Units; provided, subject to Section 2.03, that the Notes in certificated form so issued in exchange for the Global NotesNotes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as the portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. Any Global Note exchanged that is exchangeable pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (iix) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such name or names as the Depository for such Global Note Depositary shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 2 contracts
Sources: Supplemental Indenture (Great Plains Energy Inc), Supplemental Indenture (Great Plains Energy Inc)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this IndentureExcept for exchanges of Global Notes for definitive, Non-global Notes at the sole discretion of the Company, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless (A) such Depository Depositary (1i) has notified the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2ii) has ceased to be a clearing agency registered as such under the Exchange Act, and, Act or announces an intention permanently to cease business or does in either case, a successor Depository is not appointed within 90 days thereof, fact do so or (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the such Global NotesNote. Any Global Note exchanged pursuant to subclause In case of an event under clause (A) above shall be so exchanged of the preceding sentence, if a successor Depositary for such Global Note is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of an Officers' Certificate directing the authentication and delivery of Notes, will authenticate and deliver, Notes, in whole and not any authorized denominations in part and an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note.
(iii) If any Global Note is to be exchanged pursuant for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to subclause (B) the Trustee, as Note Registrar, for exchange or (C) above may cancellation, as provided in this Article 2. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or from time to time in part as directed by the Depository for such a beneficial interest in any Global Note. Notwithstanding any other provision , in this Indentureeach case, a Global Note to which the restriction set forth as provided in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless then either (A) such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.Global
Appears in 2 contracts
Sources: Indenture (Charter Communications Inc /Mo/), Indenture (Charter Communications Inc /Mo/)
Global Notes. This Section 2.07(c2(b) shall apply to all Book-Entry Notes represented by one or more Global Notes.Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (the "Depositary") or a nominee thereof:
(i) Each each Global Note authenticated under this Indenture shall representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof and delivered to such Depository thereof; (ii) notwithstanding any other provisions of this Agreement or a nominee thereof or custodian thereforGlobal Note, and each such Global Note shall constitute not be transferred except as a single Global Note for all purposes whole by a nominee of this Indenturethe Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no A Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global the Certificated Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless event that (A) such Depository (1) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depository Depositary for such the Global Note Notes or (2) the Depositary has ceased to be a "clearing agency agency" registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in either case, and a successor Depository depositary is not appointed by the Issuer within 90 60 calendar days thereofthereafter, (B) the Issuer executes an Event of Default has occurred and delivers is continuing with respect to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, Notes or (C) there the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall have occurred and be continuing an Event of Default with respect to the Global exchangeable for Certificated Notes. Any Global Note exchanged pursuant to subclause clause (A) or (C) above shall be so exchanged in whole and but not in part and part, while any Global Note exchanged pursuant to subclause clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
Depositary; (iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be issued as Certificated Notes, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be registered in such name or names and be in such authorized denominations as the Depository Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall direct.
be surrendered by the Depositary to the corporate trust office of the Issuing and Paying Agent located in the Borough of Manhattan, The City of New York, to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent. Upon any such surrender or adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such surrender, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Global Note on behalf of the Depositary for the remaining principal amount thereof; and (iv) Every Senior Secured Note authenticated and delivered upon registration of transfer neither any members of, or in exchange for or in lieu ofparticipants in, a the Depositary ("Participants") nor any other persons on whose behalf Participants may act shall have any rights under this Agreement with respect to any Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note Depositary or a any nominee thereof.
(v) Notwithstanding , or under any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted such Global Note, Temporary Regulation S Global Note arid the Depositary or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Notesuch nominee, as the case may be, may be treated by the Issuer, the Issuing and Paying Agent and any agent of the Issuer or the Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note in accordance with Section 13(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Issuer or the Issuing and Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the rights of a Registered Holder of a Global Note.
Appears in 2 contracts
Sources: Issuing and Paying Agency Agreement (Atlantic City Electric Co), Issuing and Paying Agency Agreement (Delmarva Power & Light Co /De/)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered S-1 upward (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Company and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this authenticated by the Trustee as provided in the Indenture. The Senior Secured Notes may offered and sold to IAIs shall be represented by issued initially in the form of one or more IAI Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, substantially in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction form set forth in Exhibit A, deposited with the second preceding sentence Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall have ceased to apply may be transferred only to, bear the Global Notes Legend and may be registered and exchanged for Senior Secured Restricted Notes registered only Legend. Beneficial ownership interests in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, Temporary the IAI Global Note or any Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note or Regulation S and any Unrestricted Global Note shall only apply if there is are each referred to herein as a Restricted “Global Note, Temporary Regulation S ” and are collectively referred to herein as “Global Notes.” Each Global Note or Regulation S Unrestricted shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the case may be.amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of the Indenture and Section 2.3(c) of this Appendix A.
Appears in 2 contracts
Sources: Indenture (New Gold Inc. /FI), Indenture (New Gold Inc. /FI)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered S-1 upward (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Company and delivered to such Depository authenticated by the Trustee as provided in the Indenture. One or a nominee thereof or custodian thereformore global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered I-1 upward (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note Depositary or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured NotesDepositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in a Global Note of the kind described Notes to IAIs after the initial distribution. Beneficial ownership interests in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary the Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, Temporary the IAI Global Note or any Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note or Regulation S and any Unrestricted Global Note shall only apply if there is are each referred to herein as a Restricted “Global Note, Temporary Regulation S ” and are collectively referred to herein as “Global Notes.” Each Global Note or Regulation S Unrestricted shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the case may be.amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of the Indenture and Section 2.3(c) of this Appendix A.
Appears in 2 contracts
Sources: Indenture (Ero Copper Corp.), Indenture (New Gold Inc. /FI)
Global Notes. This Section 2.07(c) shall apply to Any Notes that are no longer part of New PEPS Units will be issued initially in the form of one or more Global Notes (the “Global Notes.
(i”) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated Depositary or its nominee. Unless and until they are exchanged for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian thereforNotes in definitive registered form, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notestransferred, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or but not in part for Senior Secured Notes registeredpart, and no transfer of a Global Note in whole or in part may be made, in only to the name of any Person other than the Depository for such Global Note Clearing Agency or a nominee thereof unless of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (Ai) such Depository (1) has notified the Issuer Depositary notifies the Corporation that it is unwilling or unable to continue as Depository Depositary for such the Global Note or Notes and no successor Depositary has been appointed within 90 days after this notice, (2ii) the Depositary at any time ceases to be a Clearing Agency registered under the Exchange Act when the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeableregistered, or (Ciii) there shall the Corporation, in its sole discretion, determines that it will no longer have occurred the Notes represented by Global Notes, the Corporation will execute, and be continuing subject to Article Three of the Original Indenture, the Trustee, upon receipt of a Company Order therefor, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an Event of Default with respect aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged pursuant to subclause (A) above shall be so exchanged or Notes in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository exchange for such Global NoteSenior or Notes. Notwithstanding any other provision in this Indenture, a Upon exchange of the Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured or Notes registered only in the name or names of, such Person or Persons as the Depository for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note or Notes shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof Notes shall be registered in such name or names and in such authorized denominations as the Depository Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration Securities are so registered. None of transfer ofthe Corporation, the Guarantor, the Trustee or in exchange any agent of the Corporation, the Guarantor or the Trustee will have any responsibility or liability for any aspect of the records relating to or in lieu of, payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any portion thereof, whether pursuant records relating to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereofbeneficial ownership interest.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 2 contracts
Sources: Supplemental Indenture (Pp&l Capital Funding Inc), Supplemental Indenture (Pp&l Capital Funding Inc)
Global Notes. This Section 2.07(c) shall apply Unless and until it is exchanged for the Notes in registered form, one or more global Notes in principal amount equal to the aggregate principal amount of all outstanding Notes ("Global Notes.
") may be transferred, in whole but not in part, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Issuer or to a nominee of such successor Depositary. If at any time (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified Depositary notifies the Issuer that it is unwilling or unable to continue as Depository a Depositary for the Global Notes and no successor Depositary shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Depositary ceases to be a clearing agency registered under the Securities Exchange Act, and, in either case, a Act of 1934 at any time the Depositary is required to be so registered to act as such Depositary and no successor Depository is not Depositary shall have been appointed within 90 days thereofafter the Issuer's becoming aware of the Depositary's ceasing to be so registered, (Biii) the Issuer executes and delivers to Issuer, in its sole discretion, determines that the Trustee a Authentication Order providing that such Global Note Notes shall be so transferable, registrable and exchangeable, exchangeable for Notes in definitive registered form or (Civ) there shall have occurred and be continuing an Event of Default with respect Default, the Issuer will execute, and subject to Article Five of the Original Indenture, the Trustee, upon written notice from the Issuer, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository exchange for such Global Note. Notwithstanding any other provision in this Indenture, a Upon exchange of the Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofDepositary, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing Trustee shall deliver such Securities to the Depositary for transfers of Senior Secured Notes or beneficial interests delivery to the Persons in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Securities are so registered.
Appears in 2 contracts
Sources: Eighth Supplemental Indenture (Williams Companies Inc), Eighth Supplemental Indenture (Williams Companies Inc)
Global Notes. This Section 2.07(c) shall apply Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a “Global Note”), and if issued as one or more Global Notes.
(i) Each Global Note authenticated under this Indenture , the Depositary shall be The Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. On the date on which the Notes registered in the name of the Depository designated for such Global Note or a nominee thereof and delivered Purchase Contract Agent pursuant to such Depository or a nominee thereof or custodian thereforSection 2.03 are issued, and each such Global Note the Company shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by also issue one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the re-creation of Corporate Units or in any Person other than case where the Depository Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases or Decreases in Note on the Global Notes held by the Depositary and on the Pledged Note held by the Collateral Agent. Notes represented by the Global Notes will be exchangeable for such Global Note or a nominee thereof unless Notes in certificated form only (x) if the Depositary (A) such Depository (1) has notified the Issuer Company that it is unwilling or unable to continue as Depository depository for such the Global Note Notes or (2B) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depository depository is not appointed by the Company within 90 days thereofafter such notice or cessation or (y) following the request of any Holder or Beneficial Owner of Corporate Units or Treasury Units seeking to exercise or enforce its rights under such Corporate Units or Treasury Units or (z) upon re-creation of Corporate Units; provided, (B) subject to Section 2.03, that the Issuer executes Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and delivers shall be of like aggregate principal amount and tenor as the portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Trustee a Authentication Order providing that Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be so transferablemade, registrable and exchangeableonly to the Depositary or a nominee of the Depositary, or (C) there shall have occurred and be continuing an Event to a successor Depositary selected or approved by the Company or to a nominee of Default with respect to the Global Notessuch successor Depositary. Any Global Note exchanged that is exchangeable pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (iix) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such name or names as the Depository for such Global Note Depositary shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 2 contracts
Sources: Supplemental Indenture (PPL Corp), Supplemental Indenture (PPL Corp)
Global Notes. This Section 2.07(c(a) shall apply Except under the limited circumstances described below, Senior Notes represented by Global Notes will not be exchangeable for, and will not otherwise be issuable as, Senior Notes in definitive form. The Global Notes described above may not be transferred except by the Depository to Global Notesa nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or to a successor Depository or its nominee.
(ib) Each Except as otherwise provided in this Second Supplemental Indenture, owners of beneficial interests in such Global Notes will not be considered the holders thereof for any purpose under the Indenture, and no Global Note authenticated under this Indenture representing a Senior Note shall be exchangeable, except for another Global Note of like denomination and to be registered in the name of the Depository designated for or its nominee or to a successor Depository or its nominee. The rights of holders of such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Notes shall be exercised only through the Depository.
(c) A Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged exchangeable in whole or or, from time to time, in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, definitive registered form only as provided in the name of Indenture. If (i) at any Person other than time the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified notifies the Issuer Company that it is unwilling or unable to continue as Depository for the Senior Notes or if at any time the Depository shall no longer be registered or in good standing as a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at such Global Note or (2) has ceased time as the Depository is required to be a clearing agency so registered under and the Exchange Act, Depository so notifies the Company and, in either each case, the Company does not appoint a successor Depository is not appointed within 90 days thereof, (B) after the Issuer executes and delivers to the Trustee a Authentication Order providing that Company receives such Global Note shall be so transferable, registrable and exchangeable, notice or (C) there shall have occurred and be continuing an Event becomes aware of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Notecondition, as the case may be, (ii) any Event of Default or Default has occurred and is continuing with respect to the Senior Notes or (iii) subject to the applicable procedures of the Depository, the Company in its sole discretion determines that the Senior Notes shall be exchangeable for Senior Notes in definitive registered form and executes and, in each case, delivers to the Note Registrar a written order of the Company providing that the Senior Notes shall be so exchangeable, the Senior Notes shall be exchangeable for Senior Notes in definitive registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be in minimum denominations of $25, or any integral multiples of $25 in excess thereof or in units, each unit representing $25, and be of like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. Except as provided herein, owners of beneficial interests in the Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the holders thereof for any purpose under the Indenture. None of the Company, the Trustee, any paying agent, the Note Registrar or any of their agents shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Senior Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Global Note that is exchangeable pursuant to this Section 1.05(c) shall be exchangeable for Senior Notes registered in such names as the Depository shall direct.
Appears in 1 contract
Sources: Second Supplemental Indenture (Conifer Holdings, Inc.)
Global Notes. This Section 2.07(c2.7(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated for such Global Note or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, Notes or any combination thereof.
(ii) Notwithstanding Except as provided pursuant to clause (v)(F) of this Section 2.7(c), notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless (A) such Depository (1) Depositary has notified the Issuer that it is unwilling or unable to continue as Depository Depositary for such Global Note Note, or (2) has ceased to be a clearing agency "Clearing Agency" registered under the Exchange Act, and, or has announced an intention permanently to cease business or has in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeablefact done so, or (C) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to such Global Note. Owners of beneficial interests in such Global Note will not be entitled to have any portions of such Global Note registered in their names, will not receive or be entitled to receive physical delivery of Notes in certificated, definitive form and will not be considered the owners or the holders of the Global Notes (or the Notes represented thereby) under the Indenture or the Notes. Upon the occurrence of any of the events described in this Section 2.7(c)(ii) which entitle an owner of beneficial interests in a Global Note to receive a certificated, definitive Note registered in such owner's name, the Issuer will cause the appropriate certificated Notes to be delivered. In addition, no beneficial owner of an interest in a Global Note will be able to transfer that interest, except in accordance with the Depositary's Applicable Procedures (in addition to those under this Indenture). Any Global Note exchanged pursuant to subclause (Athis Section 2.7(c)(ii) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Notepart. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence this Section 2.7(c)(ii) shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository Depositary for such Global Note shall have directed directed, and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository Depositary for such Global Note shall direct.
(ivA) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.072.7, Section 2.062.6, 2.09 2.8 or 3.06 3.7 hereof or otherwise otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository Depositary for such Global Note or a nominee thereof.
(B) Owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures of the Depositary or its nominee. Accordingly, any such owner's beneficial interest in a Global Note will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Global Note will not be considered the owners or holders thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 2.1 hereof and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (FG) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 1 contract
Global Notes. This Section 2.07(c(a) shall apply Unless and until it is exchanged for the Notes in registered form, one or more global Notes in principal amount equal to the aggregate principal amount of all outstanding Notes ("Global Notes") may be transferred, in whole but not in part, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(b) If at any time (i) Each Global Note authenticated under this Indenture shall be registered in the name of Depositary notifies the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer Company that it is unwilling or unable to continue as Depository a Depositary for the Global Notes and no successor Depositary shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Depositary ceases to be a clearing agency registered under the Securities Exchange Act, and, in either case, a Act of 1934 at any time the Depositary is required to be so registered to act as such Depositary and no successor Depository is not Depositary shall have been appointed within 90 days thereofafter the Company's becoming aware of the Depositary's ceasing to be so registered, (Biii) the Issuer executes and delivers to Company, in its sole discretion, determines that the Trustee a Authentication Order providing that such Global Note Notes shall be so transferable, registrable and exchangeable, exchangeable for Notes in definitive registered form or (Civ) there shall have occurred and be continuing an Event of Default with respect Default, the Company will execute, and subject to Article Five of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository exchange for such Global Note. Notwithstanding any other provision in this Indenture, a Upon exchange of the Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofDepositary, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing Trustee shall deliver such Securities to the Depositary for transfers of Senior Secured Notes or beneficial interests delivery to the Persons in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Securities are so registered.
Appears in 1 contract
Global Notes. This Section 2.07(c) shall apply to The Notes will be issued initially in the form of one or more global securities (the “Global Notes.
(i) Each Global Note authenticated under this Indenture shall be ”), without interest coupons, registered in the name of The Depository Trust Company or such other Clearing Agency as the Depository designated Corporation may from time to time designate or its nominee. Unless and until they are exchanged for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian thereforNotes in definitive registered form as described below, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notestransferred, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or but not in part for Senior Secured Notes registeredpart, and no transfer of a Global Note in whole or in part may be made, in only to the name of any Person other than the Depository for such Global Note Clearing Agency or a nominee thereof unless of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (Ai) such Depository (1) has notified the Issuer Clearing Agency notifies the Corporation that it is unwilling or unable to continue as Depository a Clearing Agency for the Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Clearing Agency at any time ceases to be a clearing agency registered under the Exchange Act, and, in either case, a Act at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Depository is not Clearing Agency shall have been appointed within 90 days thereofafter the Corporation’s becoming aware of the Clearing Agency’s ceasing to be so registered, (Biii) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the Notes, or (iv) the Corporation, in its sole discretion, determines that the Global Notes shall be so exchangeable, the Corporation will execute, and, subject to Article II of the Original Indenture, the Trustee, upon receipt of a written order therefor, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. Any Upon exchange of the Global Note exchanged pursuant to subclause (A) above Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Notes shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed cancelled by the Depository for such Global NoteTrustee. Notwithstanding any other provision Such Notes in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be definitive registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes form issued in exchange for a the Global Note or any portion thereof Notes shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofClearing Agency, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Trustee shall deliver such Notes to the Clearing Agency for delivery to the Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Notes are so registered.
Appears in 1 contract
Sources: Ninth Supplemental Indenture (Qwest Communications International Inc)
Global Notes. This Section 2.07(c(a) shall apply With respect to Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered Notes issuable in the name of the Depository designated for such Global Note whole or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by in part as one or more Global Notes, the Corporation shall cause to be kept by and at the principal offices of the Trustee in Vancouver, British Columbia and Toronto, Ontario and by the Trustee or such other registrar as the Corporation, with the approval of the Trustee, may appoint at such other place or places, if any, as the Corporation may designate with the approval of the Trustee, a register in which shall be entered the name and address of the holder of each such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global NotesNote (being the Depository, or any combination its nominee, for such Global Note) as holder thereof and particulars of the Global Note held by it, and of all transfers thereof.
(iib) Notwithstanding any other provision in of this Indenture, no a Global Note may not be exchanged transferred by the registered holder thereof and accordingly, except to the extent contemplated by Section 2.4(d), no definitive certificates shall be issued to Beneficial Holders except in whole the following circumstances or as otherwise specified in part for Senior Secured a resolution of the Trustee, a resolution of the Board of Directors, Officers’ Certificate or supplemental indenture:
(i) Global Notes registered, and no transfer may be transferred by a Depository to a nominee of such Depository or by a nominee of a Depository to such Depository or to another nominee of such Depository or by a Depository or its nominee to a successor Depository or its nominee;
(ii) Global Note in whole or in part Notes may be made, in the name of transferred at any Person other than time after the Depository for such Global Note or a nominee thereof unless Notes (A) such Depository (1i) has notified the Issuer Trustee, or the Corporation has notified the Trustee, that it is unwilling or unable to continue as Depository for such Global Note Notes, or (2ii) has ceased ceases to be eligible to be a clearing agency registered Depository under Section 2.4(b), provided that at the Exchange Act, and, in either case, time of such transfer the Corporation has not appointed a successor Depository is not appointed within 90 days thereoffor such Global Notes;
(iii) Global Notes may be transferred at any time after the Corporation has determined, (B) in its sole discretion, to terminate the Issuer executes book-entry only registration system in respect of such Global Notes and delivers has communicated such determination to the Trustee a Authentication Order providing in writing;
(iv) Global Notes may be transferred at any time after the Trustee has determined that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the Notes issued as a Global Note, provided that Beneficial Holders representing, in the aggregate, not less than 25% of the aggregate principal amount of the Notes advise the Depository in writing, through the Depository Participants, that the continuation of the book-entry only registration system for such Notes is no longer in their best interest and also provided that at the time of such transfer the Trustee has not waived the Event of Default pursuant to Section 7.3;
(v) Global Notes may be transferred or exchanged for definitive certificates at any time after a Depository has determined, in its sole discretion, that such transfer or exchange is required to effect conversion and/or redemption rights in accordance with the terms hereof and has communicated such determination to the Trustee in writing;
(vi) Global Notes may be transferred if required by applicable law; or
(vii) Global Notes may be transferred if the book-entry only registration system ceases to exist.
(c) With respect to the Global Notes. Any Global Note exchanged , unless and until definitive certificates have been issued to Beneficial Holders pursuant to subclause subsection 3.2(b):
(Ai) above shall be so exchanged in whole the Corporation and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above the Trustee may be exchanged in whole or from time to time in part as directed by deal with the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which all purposes (including paying interest on the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons Notes) as the sole holder of the Notes and the authorized representative of the Beneficial Holders;
(ii) the rights of the Beneficial Holders shall be exercised only through the Depository for and shall be limited to those established by law and agreements between such Global Note shall have directed Beneficial Holders and no transfer thereof other than such a transfer may be registered.the Depository or the Depository Participants;
(iii) Subject the Depository will make book-entry transfers among the Depository Participants; and
(iv) whenever this Indenture requires or permits actions to clause (ii) abovebe taken based upon instruction or directions of Noteholders evidencing a specified percentage of the outstanding Notes, any exchange of a Global Note for other Senior Secured Notes may the Depository shall be made deemed to be counted in whole that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders or in partthe Depository Participants, and has delivered such instructions to the Trustee.
(d) Whenever a notice or other communication is required to be provided to Noteholders, unless and until definitive certificate(s) have been issued to Beneficial Holders pursuant to this Section 3.2, the Trustee shall provide all Senior Secured such notices and communications to the Depository and the Depository shall deliver such notices and communications to such Beneficial Holders in accordance with Applicable Securities Legislation. Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 3.2(b) with respect to the Notes issued hereunder, the Depository shall notify all applicable Depository Participants, through the Depository, of the availability of definitive certificates. Upon surrender by the Depository of the certificate(s) representing the Global Notes and receipt of new registration instructions from the Depository, the Trustee shall deliver the definitive certificates for such Notes to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 3.1 and the remaining Sections of this Article 3, provided that any Definitive Notes that are issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Restricted Global Note shall directbear the U.S. Legend.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 1 contract
Sources: Indenture (Terrace Energy Corp)
Global Notes. This Section 2.07(c(a) shall apply to Any Notes that are no longer part of Income PRIDES will be issued initially in the form of one or more Global Securities (the "Global Notes.
(i") Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated Depositary or its nominee. Unless and until it is exchanged for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian thereforthe Notes in registered form, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notestransferred, Temporary Regulation S Global Notes in whole but not in part, only to the Clearing Agency or Regulation S Unrestricted Global Notesa nominee of the Clearing Agency, or any combination thereofto a successor Clearing Agency selected or approved by the Company or to a nominee of such successor Clearing Agency.
(iib) Notwithstanding If at any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in (i) time the name of any Person other than Clearing Agency notifies the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer Company that it is unwilling or unable to continue as Depository a Clearing Agency for the Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Clearing Agency at any time ceases to be a clearing agency registered under the Securities Exchange Act, and, in either case, a Act of 1934 at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Depository is not Clearing Agency shall have been appointed within 90 days thereofafter the Company becoming aware of the Clearing Agency's ceasing to be so registered, (Biii) the Issuer executes and delivers to Company, in its sole discretion, determines that the Trustee a Authentication Order providing that such Global Note Notes shall be so transferable, registrable and exchangeable, exchangeable or (Civ) there shall have occurred and be continuing an Event of Default with respect Default, the Company will execute, and subject to Article II of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository exchange for such Global Note. Notwithstanding any other provision in this Indenture, a Upon exchange of the Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofClearing Agency, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing Trustee shall deliver such Securities to the Clearing Agency for transfers of Senior Secured Notes or beneficial interests delivery to the Persons in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Securities are so registered.
Appears in 1 contract
Sources: First Supplemental Indenture (Gabelli Asset Management Inc)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the "Rule 144A Global Note") and Regulation S Notes shall be issued initially in the form of one or more global Notes (collectively, the "Regulation S Global Note"), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Company and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of authenticated by the Trustee as provided in this Indenture. The Senior Secured Notes may be represented by one One or more global securities in definitive, fully registered form without interest coupons and bearing the Global NotesNotes Legend and the Restricted Notes Legend (collectively, the "IAI Global Note") shall also be issued on the Closing Date, deposited with the Notes Custodian, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note Depositary or a nominee thereof.
(v) Notwithstanding any other provision of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture or of the Senior Secured Notes, to accommodate transfers of beneficial interests in a Global Note of the kind described Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary the Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, Temporary the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note and the Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is are each referred to herein as a Restricted "Global Note" and are collectively referred to herein as "Global Notes"; provided, Temporary Regulation S Global Note or Regulation S Unrestricted that the term "Global Note" when used in Sections 2.1(b) (third paragraph), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Note in global form issued in connection with a Registered Exchange Offer or Private Exchange or pursuant to a Shelf Registration Statement and any Additional Notes issued in global form and sold in a registered offering. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as the case may behereinafter provided.
Appears in 1 contract
Global Notes. This Section 2.07(c) shall apply to Any Notes that are no longer part of New PEPS Units will be issued initially in the form of one or more Global Notes (the "Global Notes.
(i") Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated Depositary or its nominee. Unless and until they are exchanged for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian thereforNotes in definitive registered form, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notestransferred, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or but not in part for Senior Secured Notes registeredpart, and no transfer of a Global Note in whole or in part may be made, in only to the name of any Person other than the Depository for such Global Note Clearing Agency or a nominee thereof unless of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (Ai) such Depository (1) has notified the Issuer Depositary notifies the Corporation that it is unwilling or unable to continue as Depository Depositary for such the Global Note or Notes and no successor Depositary has been appointed within 90 days after this notice, (2ii) the Depositary at any time ceases to be a Clearing Agency registered under the Exchange Act when the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeableregistered, or (Ciii) there shall the Corporation, in its sole discretion, determines that it will no longer have occurred the Notes represented by Global Notes, the Corporation will execute, and be continuing subject to Article Three of the Original Indenture, the Trustee, upon receipt of a Company Order therefor, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an Event of Default with respect aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged pursuant to subclause (A) above shall be so exchanged or Notes in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository exchange for such Global NoteSenior or Notes. Notwithstanding any other provision in this Indenture, a Upon exchange of the Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured or Notes registered only in the name or names of, such Person or Persons as the Depository for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note or Notes shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof Notes shall be registered in such name or names and in such authorized denominations as the Depository Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration Securities are so registered. None of transfer ofthe Corporation, the Guarantor, the Trustee or in exchange any agent of the Corporation, the Guarantor or the Trustee will have any responsibility or liability for any aspect of the records relating to or in lieu of, payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any portion thereof, whether pursuant records relating to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereofbeneficial ownership interest.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 1 contract
Sources: Supplemental Indenture (PPL Electric Utilities Corp)
Global Notes. This Section 2.07(c(a) shall apply Notes offered and sold to Global Notes.
(i) Each Global Note authenticated under this Indenture Qualified Institutional Buyers pursuant to Rule 144A shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged issuable in whole or in part for Senior Secured Notes in the form of one or more permanent Global Securities in definitive, fully registered, and no transfer of book-entry form, without interest coupons (collectively, the “Rule 144A Global Notes”). The Rule 144A Global Notes shall be deposited on the Issue Date with, or on behalf of, the Depositary. Interests in a Rule 144A Global Note shall be available for purchase only by Qualified Institutional Buyers.
(b) Notes offered and sold in offshore transactions to persons other than “U.S. persons,” as defined in Regulation S under the Securities Act (each, a “Non-U.S. Person”) in reliance on Regulation S under the Securities Act shall initially be issuable in whole or in part may be made, in the name form of one or more permanent Global Securities in definitive, fully registered, book-entry form, without interest coupons (collectively, the “Regulation S Global Notes”).
(c) Each of the Rule 144A Global Notes and the Regulation S Global Notes (collectively, the “Global Notes”) shall represent such of the Notes as shall be specified therein and shall each provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges or redemptions. Any endorsement of a Global Note to reflect the amount, or any increase or decrease in the aggregate principal amount, of Notes represented thereby shall be reflected by the Trustee on Schedule A attached to the Note and made by the Trustee in accordance with written instructions or such other written form of instructions as is customary for the Depositary, from the Depositary or its nominee on behalf of any Person other than having a beneficial interest in the Global Note.
(d) The Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue Trust Company shall initially serve as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default Depositary with respect to the Global Notes. Any Such Global Note exchanged pursuant to subclause (A) above Notes shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by bear the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction legends set forth in the second preceding sentence shall have ceased to apply may be transferred only to, forms of Security attached as Exhibits A and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registeredB hereto.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 1 contract
Global Notes. This Section 2.07(c) Rule 144A Notes shall apply to be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Notes.
(i) Each Note”), without interest coupons and bearing the Global Note authenticated under this Indenture Notes Legend and the Restricted Notes Legend, which shall be registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of authenticated by the Trustee as provided in this Indenture. The Senior Secured Regulation S Notes may shall be represented by issued initially in the form of one or more global Notes (collectively, the “Regulation S Temporary Global Notes, Note” and such together with the Regulation S Permanent Global Notes may be Restricted Global Notes, Temporary Note (identified below) the “Regulation S Global Note”), without interest coupons and bearing the Global Notes or Regulation S Unrestricted Global NotesLegend and the Restricted Notes Legend, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may which shall be exchanged in whole or in part for Senior Secured deposited on behalf of the purchasers of the Notes registeredrepresented thereby with the Custodian, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of the Depositary or a Person other than nominee of the Depository Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to non-U.S. Persons subsequent to the initial distribution. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for such interests in the Rule ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, the IAI Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or Note without a Restricted Notes Legend until the expiration of the Senior Secured Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee, transfers if required, that beneficial ownership interests in the Regulation S Temporary Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) Depositary. Simultaneously with the authentication of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary the Regulation S Permanent Global Note Note, the Trustee shall comply with subclause (F) of this clause (v)cancel the Regulation S Temporary Global Note. The provisions of this clause (v) providing for the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary the Regulation S Temporary Global Note or Security and the Regulation S Unrestricted Permanent Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note Security that are held by participants through Euroclear or Regulation S Unrestricted Global Note, as the case may beClearstream.
Appears in 1 contract
Sources: Indenture (Realogy Corp)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(ia) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(iib) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless (Ai) such Depository Depositary (1A) has notified the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2B) has ceased to be a clearing agency registered as such under the Exchange Act, and, and in either case, case the Company fails to appoint a successor Depository is not appointed within 90 days thereofDepositary, (Bii) the Issuer Company executes and delivers to the Trustee a Authentication Company Order providing stating that such it elects to cause the issuance of the Notes in certificated form and that all Global Note Notes shall be so transferable, registrable and exchangeable, exchanged in whole for Securities that are not Global Notes (in which case such exchange shall be effected by the Trustee) or (Ciii) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause Note.
(Ac) above shall be so exchanged in whole and not in part and If any Global Note is to be exchanged pursuant for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to subclause (B) the Trustee, as Security Registrar, for exchange or (C) above may cancellation as provided in this Article Three. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or from time to time in part as directed by the Depository for a beneficial interest in any Global Note, then either (i) such Global Note. Notwithstanding any other provision Note shall be so surrendered for exchange or cancellation as provided in this IndentureArticle Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note Note, the Trustee shall, subject to which the restriction set forth Section 306(c) and as otherwise provided in the second preceding sentence shall have ceased to apply may be transferred only tothis Article Three, authenticate and may be registered and exchanged for Senior Secured deliver any Notes registered only issuable in the name or names of, such Person or Persons as the Depository exchange for such Global Note shall have directed (or any portion thereof) to or upon the order of, and no transfer thereof other than registered in such a transfer names as may be registereddirected by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(ivd) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07Article Three or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository Depositary for such Global Note or a nominee thereof.
(ve) Notwithstanding any other provision The Depositary or its nominee, as registered owner of this Indenture or a Global Note, shall be the Holder of such Global Note for all purposes under the Indenture, the Notes and the Senior Secured NotesSubordinated Guarantees, transfers and owners of beneficial interests in a Global Note of shall hold such interests pursuant to the kind described in Section 2.01 and in subclauses (B)Applicable Procedures. Accordingly, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an any such owner's beneficial interest in a Temporary Regulation S Global Note will be shown only on, and the transfer of such interest shall comply with subclause (F) be effected only through, records maintained by the Depositary or its nominee or its Agent Members. SECTION 306. Registration, Registration of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beTransfer and Exchange Generally; Restrictions on Transfer and Exchange; Securities Act Legends.
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Sources: Indenture (Hollywood Theaters Inc)
Global Notes. This Section 2.07(c2.4(b) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication an Issuer Order providing that such Global Note shall be so transferable, registrable and exchangeable, and such transfers shall be registrable or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed directed, and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct. At the option of the applicable Noteholder, a Note issued in exchange for an interest in a Global Note pursuant to this clause (iii) may be issued, in accordance with the rules and procedures of the Depository, in the form of a permanent certificated Note in registered form in substantially the form set forth of Exhibit A attached hereto (each such Note, a "Physical Note"). In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners where one or more Physical Notes are to be issued, the Trustee shall reflect on its books and records the date and decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuer shall execute, and, upon the direction of the Issuer, the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. In connection with the transfer of the entire Global Note to beneficial owners in exchange for a Physical Note, the Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and, upon the direction of the Issuer, the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Note, an equal aggregate principal amount of Physical Notes of authorized denominations.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07Section, Section 2.062.3 or 3.5 hereof or otherwise, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
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Global Notes. This Section 2.07(c(a) shall apply With respect to Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered Notes issuable as or represented by, in the name of the Depository designated for such Global Note whole or a nominee thereof and delivered to such Depository or a nominee thereof or custodian thereforin part, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes may be Restricted are at any time not Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global the provisions of Section 4.1 shall govern with respect to registrations and transfers of such Notes, or any combination thereof.
(iib) Notwithstanding any other provision in of this Indenture, no a Global Note may not be exchanged transferred by the Holder thereof and, accordingly, subject to Section 4.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in whole the following circumstances or as otherwise specified in part for Senior Secured any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate:
(i) Definitive Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of issued to Beneficial Holders at any Person other than the Depository for such Global Note or a nominee thereof unless time after:
(A) such Depository the Issuer has determined that CDS (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note Notes, or (2) has ceased ceases to be eligible to be a clearing agency registered under the Exchange ActDepository, and, in either case, each case the Issuer is unable to locate a qualified successor Depository is not appointed within 90 days thereof, to its reasonable satisfaction;
(B) the Issuer executes has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and delivers has communicated such determination or requirement to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeablein writing, or the book-entry system ceases to exist;
(C) there the Note is to be authenticated to or for the account or benefit of a U.S. Holder (other than an Original U.S. Holder that is a Qualified Institutional Buyer), in which case, the Definitive Note shall have occurred and be continuing contain the U.S. Legend set forth in Section 2.3(h), if applicable; or
(D) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and
(ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) by a Depository to a nominee of such Depository, or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee.
(c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 4.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 4.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 4.1 and the remaining provisions of this Article 4.
(d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the Global Notes. Any Global Note exchanged pursuant to subclause interests of participants in the Depository (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed “Participants”), through records maintained by the Depository or its nominee for such the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Notwithstanding any Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other provision interest in this Indenture, Notes represented by a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred do so only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such through a transfer may be registeredParticipant.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 1 contract
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in provisions of this IndentureIndenture or the Notes, no a Global Note may shall not be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, registered in the name of any Person other than the Depository for such Depositary or one or more nominees thereof, provided that a Global Note or a nominee thereof unless may be exchanged for Notes registered in the names of any Person designated by the Depositary in the event that (A) such Depository (1) the Depositary has notified the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2) such Depositary has ceased to be a "clearing agency agency" registered under the Exchange Act, and, in either case, and a successor Depository Depositary is not appointed by the Company within 90 days thereofdays, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing extent permitted by the Depositary, the Company, in its sole discretion, determines at any time that the Notes shall no longer be represented by Global Notes and shall inform such Global Note shall be so transferable, registrable and exchangeable, Depositary of such determination; or (C) there shall have occurred and be continuing is a request by or on behalf of the Depository in accordance with its customary procedures to exchange an Event of Default with respect to interest in the Global Notes for Non-global Notes. Any Global Note exchanged pursuant to subclause clause (A) above shall be so exchanged in whole and not in part part, and any Global Note exchanged pursuant to subclause clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global NoteDepositary. Notwithstanding any other provision in this Indenture, a Global Any Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a person other than the Depositary or a nominee thereof shall not be a Global Note.
(iii) If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Note Registrar, for exchange or cancellation, as provided in this Article 2. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, in each case, as provided in Section 2.07, then either (A) such name Global Note shall be so surrendered for exchange or names cancellation, as provided in this Article 2, or (B) the Original Principal Amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the Original Principal Amount of such other Note to be so exchanged for a beneficial interest therein, as the Depository case may be, by means of an appropriate adjustment made on the records of the Trustee, as Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 2.07(c) and as otherwise provided in this Article 2, authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall directpromptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 2 if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07Article 2 or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a registered Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository Depositary for such Global Note or a nominee thereof, in which case such Note shall be authenticated and delivered in definitive, fully registered form, without interest coupons.
(v) Notwithstanding any other provision The Depositary or its nominee, as registered owner of this a Global Note, shall be the Holder of such Global Note for all purposes under the Indenture or of and the Senior Secured Notes, transfers and owners of beneficial interests in a Global Note of shall hold such interests pursuant to the kind described in Section 2.01 and in subclauses (B)Applicable Procedures. Accordingly, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an any such owner's beneficial interest in a Temporary Regulation S Global Note shall comply with subclause (F) be shown only on, and the transfer of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes such interest shall be effected only through, records maintained by the Depositary or beneficial interests in Global Notes to Persons who wish to take delivery in the form its nominee or its Agent Members and such owners of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note not be considered the owners or Regulation S Unrestricted Global Note, as the case may beholders thereof.
Appears in 1 contract
Global Notes. This Section 2.07(c(a) The Notes are being offered and sold to Qualified Institutional Buyers in reliance on Rule 144A and shall apply to be issued initially in the form of one or more permanent Global Notes in definitive, fully registered, book-entry form, without interest coupons (collectively, the "Global Notes"). The Global Notes shall be substantially in the form attached as Exhibit A hereto.
(ib) Each of the Global Notes shall represent such of the Notes as shall be specified therein and shall each provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions or conversions. Any endorsement of a Global Note to reflect the aggregate principal amount, or any increase or decrease in the aggregate principal amount, of Notes represented thereby shall be reflected by the Trustee on Schedule A attached to the Note and made by the Trustee in accordance with written instructions or such other written form of instructions as is customary for the Depositary, from the Depositary or its nominee on behalf of any Person having a beneficial interest in the Global Note.
(c) The Depository Trust Company shall initially serve as Depositary with respect to the Global Notes. Such Global Notes shall bear the legends set forth in the form of Note attached as Exhibit A hereto.
(d) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(iie) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless unless:
(A) such Depository (1) Depositary has notified the Issuer that it Company that
(i) such Depositary is unwilling unwilling, unable or unable no longer qualified to continue as Depository Depositary for such Global Note or or
(2ii) such Depositary has ceased to be a clearing agency registered under the Exchange ActAct at a time when it is required to be so registered, and, in either case, and the Company does not appoint a successor Depository is not appointed Depositary within 90 days thereof, of that notice; or
(B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as Depositary requests the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registeredissuance of certificated Notes.
(iiif) Subject to clause (iiSection 2.10(e) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository Depositary for such Global Note shall direct.
(ivg) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07Section, Section 2.062.13, 2.09 2.14, 3.02 or 3.06 13.06 or otherwise otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository Depositary for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 1 contract
Global Notes. This Section 2.07(c2(b) shall apply to all Book-Entry Notes represented by one or more Global Notes.Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (the “Depositary”) or a nominee thereof:
(i) Each the Issuer will deposit each Global Note authenticated under this Indenture shall be representing Book-Entry Notes with, or on behalf of, the Depositary and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof and delivered to such Depository thereof;
(ii) notwithstanding any other provisions of this Agreement or a nominee thereof or custodian thereforGlobal Note, and each such Global Note shall constitute not be transferred except as a single Global Note for all purposes whole by a nominee of this Indenturethe Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no A Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Certificated Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless event that (A) such Depository (1) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depository Depositary for such the Global Note Notes or (2) the Depositary has ceased to be a “clearing agency agency” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in either case, and a successor Depository depositary is not appointed by the Issuer within 90 sixty (60) days thereofthereafter, (B) an Event of Default (as defined in the Issuer executes Notes) has occurred and delivers is continuing with respect to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, Notes or (C) there the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall have occurred and no longer be continuing an Event of Default with respect to the represented by Global Notes. Any Global Note exchanged pursuant to subclause clause (A) or (C) above shall be so exchanged in whole and but not in part and part, while any Global Note exchanged pursuant to subclause clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.Depositary;
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be issued as Certificated Notes, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be registered in such name or names and be in such authorized denominations as the Depository Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall direct.be surrendered by the Depositary to the Corporate Trust Office of the Issuing and Paying Agent located at U.S. Bank National Association, Corporate Trust Services, 63▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Ge▇▇▇▇▇▇ ▇▇▇▇▇▇ (Pacific Premier Bancorp, Inc. Subordinated Notes due 2024); Fax: (2▇▇) ▇▇▇-▇▇▇▇ (the “Corporate Trust Office”), to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent. Upon any such surrender or adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such surrender, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Global Note on behalf of the Depositary for the remaining principal amount thereof; and
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer neither any members of, or in exchange for or in lieu ofparticipants in, a the Depositary (“Participants”) nor any other persons on whose behalf Participants may act shall have any rights under this Agreement with respect to any Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note Depositary or a any nominee thereof.
(v) Notwithstanding , or under any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted such Global Note, Temporary Regulation S Global Note and the Depositary or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Notesuch nominee, as the case may be, may be treated by the Issuer, the Issuing and Paying Agent and any agent of the Issuer or the Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note in accordance with Section 12(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Issuer or the Issuing and Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the rights of a Registered Holder of a Global Note.
Appears in 1 contract
Sources: Issuing and Paying Agency Agreement (Pacific Premier Bancorp Inc)
Global Notes. This Section 2.07(c(a) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture The Notes shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged issuable in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name form of any Person other than one or more permanent Global Notes in definitive, fully registered form, without interest coupon (the Depository “Global Notes”). The Global Notes shall be deposited on the date of original issuance thereof with, or on behalf of, the Depositary.
(b) DTC shall initially serve as Depositary with respect to the Global Notes. The Global Notes shall bear the legend set forth in the form of Note attached as Exhibit A. Notes represented by the Global Notes will be exchangeable for such Global Note or a nominee thereof unless (A) such Depository (1) has notified Notes in certificated form only if the Issuer Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for such the Global Note Notes or (2) has ceased if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, and the Company has not appointed a successor Depository is not appointed Depositary within 90 days thereof, (B) of that notice or of its becoming aware of such cessation; or at the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing request of any Holder of Notes if an Event of Default has occurred and is continuing with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be ; provided, that the Notes in certificated form so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as the portion of the Global Note or any portion thereof shall to be registered in such name or names exchanged. Except as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration provided above, owners of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of beneficial interests in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until the Global Notes are exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to the Depositary or a nominee of the kind described in Section 2.01 and in subclauses (B)Depositary, (C), (D) and (E) or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to the third sentence of this clause (vSection 2.08(b) below shall be made only exchangeable for Notes in accordance with this clause (v), and all transfers of an interest certificated form registered in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, such names as the case may beDepositary shall direct.
Appears in 1 contract
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered S- 1 upward (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Company and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this authenticated by the Trustee as provided in the Indenture. The Senior Secured Notes may offered and sold to IAIs shall be represented by issued initially in the form of one or more IAI Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, substantially in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction form set forth in Exhibit A, deposited with the second preceding sentence Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall have ceased to apply may be transferred only to, bear the Global Notes Legend and may be registered and exchanged for Senior Secured Restricted Notes registered only Legend. Beneficial ownership interests in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, Temporary the IAI Global Note or any Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note or Regulation S and any Unrestricted Global Note shall only apply if there is are each referred to herein as a Restricted “Global Note, Temporary Regulation S ” and are collectively referred to herein as “Global Notes.” Each Global Note or Regulation S Unrestricted shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the case may be.amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of the Indenture and Section 2.3(c) of this Appendix A.
Appears in 1 contract
Sources: Indenture
Global Notes. This Section 2.07(c2.4(b) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated for such Global Note or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless (A) such Depository Depositary (1) has notified the Issuer that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository Depositary is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication an Issuer Order providing that such Global Note shall be so transferable, registrable and exchangeable, and such transfers shall be registrable or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository Depositary for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository Depositary for such Global Note shall have directed directed, and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository Depositary for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07Section, Section 2.062.3 or 3.5 hereof or otherwise, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository Depositary for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 1 contract
Sources: Indenture (Bradlees Stores Inc)
Global Notes. This (a) If the Corporation shall establish pursuant to Section 2.07(c) shall apply 2.3 that the Senior Notes are to be issued as Global Notes.
, then the Corporation shall execute and the Trustee shall, in accordance with Section 2.4, authenticate and deliver, Global Notes that (i) Each Global Note authenticated under this Indenture shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the outstanding Senior Notes, (ii) shall be registered in the name of the Depository designated for such Global Institution or its nominee, (iii) shall be delivered by the Trustee to the Depository Institution or pursuant to the Depository Institution's instruction and (iv) shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Indenture, this Senior Note may be transferred, in whole but not in part, only to another nominee of the Depository Institution or to a successor Depository Institution or to a nominee thereof and delivered to of such successor Depository or a nominee thereof or custodian thereforInstitution."
(b) Notwithstanding the provisions of Section 2.7, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such the Global Notes may be Restricted Global Notestransferred, Temporary Regulation S Global in whole but not in part and in the manner provided in Section 2.7, only to another nominee of the Depository Institution for such series or to a successor Depository Institution for such Senior Notes selected or Regulation S Unrestricted Global Notes, approved by the Corporation or any combination thereofto a nominee of such successor Depository Institution.
(iic) Notwithstanding If at any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than time the Depository Institution for such the Global Note or a nominee thereof unless (A) such Depository (1) has notified Notes notifies the Issuer Corporation that it is unwilling or unable to continue as Depository Institution for such Global Note Notes or (2) has ceased to if at any time the Depository Institution for such Global Notes shall no longer be a clearing agency registered or in good standing under the Exchange Act, andor other applicable statute or regulation, in either case, and a successor Depository Institution for such Global Notes is not appointed by the Corporation within 90 days thereof, (B) after the Issuer executes and delivers to the Trustee a Authentication Order providing that Corporation receives such Global Note shall be so transferable, registrable and exchangeable, notice or (C) there shall have occurred and be continuing an Event becomes aware of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Notecondition, as the case may be, this Section 2.11 shall no longer be applicable to the Senior Notes and the Corporation will execute, and subject to Section 2.7, the Trustee will authenticate and deliver, the Senior Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. In addition, the Corporation may at any time determine that the Senior Notes shall no longer be represented by the Global Notes and that the provisions of this Section 2.11 shall no longer apply to the Senior Notes. In such event the Corporation will execute and, subject to Section 2.7, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Corporation, will authenticate and deliver the Senior Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. Upon the exchange of the Global Notes for such Senior Notes in definitive registered form without coupons, in authorized denominations, the Global Notes shall be canceled by the Trustee. Such Senior Notes in definitive registered form issued in exchange for the Global Notes pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depository Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Senior Notes to the Depository Institution for delivery to the Persons in whose names such Senior Notes are so registered.
Appears in 1 contract
Sources: Indenture (Joy Global Inc)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the "RULE 144A GLOBAL NOTES"); Regulation S Notes shall be issued initially in the form of one or more temporary global Notes (collectively, the "TEMPORARY REGULATION S GLOBAL NOTES"), in each case without interest coupons and bearing the Global Notes Legend and Private Placement Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Company and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of authenticated by the Trustee as provided in this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, Beneficial ownership interests in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, a permanent global Note (the "PERMANENT REGULATION S GLOBAL NOTE" and, together with the Temporary Regulation S Global Note, the "REGULATION S GLOBAL NOTES") or any other Note without a Private Placement Legend until the expiration of the Restricted Period. If any Initial Additional Notes are IAI Notes offered and sold by the Company or Regulation S Unrestricted Global Note initially resold by an Initial Purchaser thereof, such IAI Notes shall only apply if there is not be represented by a Restricted Global Note, Temporary . The Rule 144A Global Notes and the Regulation S Global Note or Regulation S Unrestricted Notes are each referred to herein as a "GLOBAL NOTE" and are collectively referred to herein as "GLOBAL NOTES," PROVIDED, that the term "Global Note" when used in Sections 2.1(b), 2.1(c), 2.1(d), 2.2(g)(i), 2.2(h)(i) and 2.3 shall also include any Note in global form issued in connection with a Registered Exchange Offer. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as hereinafter provided; PROVIDED, HOWEVER, the case may beaggregate principal amount of Notes outstanding at any time shall be as provided in SECTION 303 of this Indenture except in accordance 123 with SECTION 306 of this Indenture.
Appears in 1 contract
Sources: Indenture (Iesi Tx Corp)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the "Rule 144A Global Note") and Regulation S Notes shall be issued initially in the form of one or more global Notes (collectively, the "Regulation S Global Note"), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Issuers and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of authenticated by the Trustee as provided in this Indenture. The Senior Secured Notes may be represented by one One or more global securities in definitive, fully registered form without interest coupons and bearing the Global NotesNotes Legend and the Restricted Notes Legend (collectively, the "IAI Global Note") shall also be issued on the Closing Date, deposited with the Notes Custodian, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note Depositary or a nominee thereof.
(v) Notwithstanding any other provision of the Depositary, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture or of the Senior Secured Notes, to accommodate transfers of beneficial interests in a Global Note of the kind described Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary the Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, Temporary the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note and the Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is are each referred to herein as a Restricted "Global Note" and are collectively referred to herein as "Global Notes", Temporary Regulation S Global Note or Regulation S Unrestricted provided, that the term "Global Note" when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 of this Appendix shall also include any Note in global form issued in connection with a Registered Exchange Offer or Private Exchange. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as the case may behereinafter provided.
Appears in 1 contract
Sources: Indenture (Semiconductor Components Industries LLC)
Global Notes. This Section 2.07(c) Rule 144A Notes shall apply to be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Notes.
(i) Each Note”), without interest coupons and bearing the Global Note authenticated under this Indenture Notes Legend and the Restricted Notes Legend, which shall be registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of authenticated by the Trustee as provided in this Indenture. The Senior Secured Regulation S Notes may shall be represented by issued initially in the form of one or more global Notes (collectively, the “Regulation S Temporary Global Notes, Note” and such together with the Regulation S Permanent Global Notes may be Restricted Global Notes, Temporary Note (identified below) the “Regulation S Global Note”), without interest coupons and bearing the Global Notes or Regulation S Unrestricted Global NotesLegend, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenturethe Restricted Notes Legend, no Global Note may which shall be exchanged in whole or in part for Senior Secured deposited on behalf of the purchasers of the Notes registeredrepresented thereby with the Custodian, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of the Depositary or a Person other than nominee of the Depository Depositary, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to non-U.S. Persons subsequent to the initial distribution. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on the 509335-1996-14206-13941291 Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for such interests in the Rule 144A Global Note, the IAI Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or Note without a Restricted Notes Legend until the expiration of the Senior Secured Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee, transfers if required, that beneficial ownership interests in the Regulation S Temporary Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Global Note (the “Regulation S Permanent Global Note”) pursuant to the Applicable Procedures of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) Depositary. Simultaneously with the authentication of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary the Regulation S Permanent Global Note Note, the Trustee shall comply with subclause (F) of this clause (v)cancel the Regulation S Temporary Global Note. The provisions of this clause (v) providing for the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary the Regulation S Temporary Global Note or Security and the Regulation S Unrestricted Permanent Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note Security that are held by participants through Euroclear or Regulation S Unrestricted Global Note, as the case may beClearstream.
Appears in 1 contract
Sources: Indenture (Realogy Holdings Corp.)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered from 144A-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered from Reg S-1 upward (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note or a nominee thereof of the Depository, duly executed by the Issuer and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this authenticated by the Trustee as provided in the Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, Beneficial ownership interests in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, Temporary or any other Note without a legend until the expiration of the Resale Restriction Termination Date. The Rule 144A Global Note, the Regulation S Global Note or Regulation S and any Unrestricted Global Note shall only apply if there is are each referred to herein as a Restricted “Global Note, Temporary Regulation S ” and are collectively referred to herein as “Global Notes”. Each Global Note or Regulation S Unrestricted shall represent such of the outstanding Notes as shall be specified in the “Schedule of Amortization, Redemption, Repurchase and Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect amortization, redemption, repurchases and exchanges. Any endorsement of a Global Note to reflect the case may beamount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by this Indenture and Section 1.4(c) below.
Appears in 1 contract
Sources: Senior Secured Notes Indenture (Postmedia Network Canada Corp.)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in fully registered form (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more permanent global Notes in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and the applicable restricted securities legend set forth in Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Issuer and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of authenticated by the Trustee as provided in this Indenture. The Senior Secured Notes may be represented by one One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global NotesNotes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note Depositary or a nominee thereof.
(v) Notwithstanding any other provision of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture or of the Senior Secured Notes, to accommodate transfers of beneficial interests in a Global Note of the kind described Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary the Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, Temporary the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is and any global notes in fully registered form without the Restricted Notes Legend are each referred to herein as a Restricted “Global Note, Temporary Regulation S ” and are collectively referred to herein as “Global Note Notes.” The aggregate principal amount of the Global Notes may from time to time be increased or Regulation S Unrestricted Global Note, decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as the case may behereinafter provided.
Appears in 1 contract
Global Notes. This Section 2.07(c(a) shall apply to Any Notes that are no longer part of Corporate Units will be issued initially in the form of one or more Registered Global Securities (the "Global Notes.
(i") Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated Depositary or its nominee. Unless and until they are exchanged for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian thereforthe Notes in registered form, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notestransferred, Temporary Regulation S Global Notes in whole but not in part, only to the Clearing Agency or Regulation S Unrestricted Global Notesa nominee of the Clearing Agency, or any combination thereof.
(ii) Notwithstanding any other provision to a successor Clearing Agency selected or approved by the Company or to a nominee of such successor Clearing Agency. In addition, the Company may issue a Note in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer the form of a Global Note in whole or in part may be made, in with $0.00 balance.
(b) If at any time (i) the name of any Person other than Clearing Agency notifies the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer Company that it is unwilling or unable to continue as Depository a Clearing Agency for the Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Clearing Agency ceases to be a clearing agency registered under the Exchange Act, and, in either case, a Act at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Depository is not Clearing Agency shall have been appointed within 90 days thereofafter the Company becoming aware of the Clearing Agency's ceasing to be so registered, (Biii) the Issuer executes and delivers to Company, in its sole discretion, determines that the Trustee a Authentication Order providing that such Global Note Notes shall be so transferable, registrable and exchangeable, exchangeable or (Civ) there shall have occurred and be continuing an Event of Default with respect Default, the Company will execute, and subject to Article Two of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository exchange for such Global Note. Notwithstanding any other provision in this Indenture, a Upon exchange of the Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Note in definitive registered form without coupons, in authorized denominations, the Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofClearing Agency or its custodian, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing Trustee shall deliver such Securities to the Clearing Agency for transfers of Senior Secured Notes or beneficial interests delivery to the Persons in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Securities are so registered.
Appears in 1 contract
Global Notes. This Section 2.07(c) shall apply Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and released from the Collateral Account will be issued in permanent global form (a “Global Note”), and if issued as one or more Global Notes.
(i) Each Global Note authenticated under this Indenture , the Depository shall be The Depository Trust Company or such other depository as any officer of the Company may from time to time designate. On the date on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Notes, registered in the name of the Depository designated for such or its nominee, each having a zero principal balance. Upon the creation of Treasury Units or the recreation of Corporate Units, an appropriate annotation shall be made on the Schedule of Increases and Decreases on the Global Notes held by or on behalf of the Depository and on the Pledged Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indentureheld by the Collateral Agent. The Senior Secured Notes may be represented by one or more Global Notes, and such the Global Notes may will be Restricted Global Notes, Temporary Regulation S Global exchangeable for Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
in certificated form only (iia) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than if the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified notifies the Issuer Company that it is unwilling or unable to continue as Depository for such the Global Note Notes or (2) has ceased if at any time the Depository ceases to be a clearing agency registered under the Exchange Act, and, in either case, and the Company has not appointed a successor Depository is not appointed within 90 days thereofof that notice or of its becoming aware of such cessation or (b) upon recreation of Corporate Units; provided that, (B) the Issuer executes and delivers subject to the Trustee last paragraph of Section 2.03, the Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as the portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Authentication Order providing that Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be so transferablemade, registrable and exchangeableonly to the Depository or a nominee of the Depository, or (C) there shall have occurred and be continuing an Event to a successor Depository selected or approved by the Company or to a nominee of Default with respect to the Global Notessuch successor Depository. Any Global Note exchanged that is exchangeable pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (iia) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 1 contract
Sources: First Supplemental Indenture (Assured Guaranty LTD)
Global Notes. This Section 2.07(c(a) shall apply Unless and until it is exchanged for the Notes in registered form, one or more global Notes in principal amount equal to Global Notesthe aggregate principal amount of all outstanding Notes ("GLOBAL NOTES") may be transferred, in whole but not in part, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Corporation or to a nominee of such successor Depositary.
(b) If at any time (i) Each Global Note authenticated under this Indenture shall be registered in the name of Depositary notifies the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer Corporation that it is unwilling or unable to continue as Depository a Depositary for the Global Notes and no successor Depositary shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Depositary ceases to be a clearing agency registered under the Securities Exchange Act, and, in either case, a Act of 1934 at any time the Depositary is required to be so registered to act as such Depositary and no successor Depository is not Depositary shall have been appointed within 90 days thereofafter the Corporation's becoming aware of the Depositary's ceasing to be so registered, (Biii) the Issuer executes and delivers to Corporation, in its sole discretion, determines that the Trustee a Authentication Order providing that such Global Note Notes shall be so transferable, registrable and exchangeable, exchangeable for Notes in definitive registered form or (Civ) there shall have occurred and be continuing an Event of Default with respect Default, the Corporation will execute, and subject to Article Five of the Base Indenture, the Trustee, upon written notice from the Corporation, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository exchange for such Global Note. Notwithstanding any other provision in this Indenture, a Upon exchange of the Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofDepositary, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing Trustee shall deliver such Securities to the Depositary for transfers of Senior Secured Notes or beneficial interests delivery to the Persons in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Securities are so registered.
Appears in 1 contract
Global Notes. This Section 2.07(c(i) Initial Notes, including any Additional Unregistered Notes, offered and sold to QIBs in the United States of America in reliance on Rule 144A shall apply to be issued initially in the form of one or more permanent Global Notes, substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the Private Placement Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto, each, a "Rule 144A Global Note"). Initial Notes, including any Additional Unregistered Notes, offered and sold outside the United States of America in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes, substantially in the form set forth in Exhibit A (including the Global Note Legend and the Private Placement Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto, each, a "Regulation S Global Note").
(iii) Upon consummation of the Registered Exchange Offer, the Exchange Notes may be issued in the form of one or more Global Notes with the Global Note Legend but not the Private Placement Legend. Following the consummation of the Registered Exchange Offer, any Additional Registered Notes may be issued in the form of one or more Global Notes with the Global Note Legend but not the Private Placement Legend. All or part of any Rule 144A Global Note or Regulation S Global Note exchanged in the Registered Exchange Offer will be exchanged for one or more Global Notes with the Global Note Legend but not the Private Placement Legend. Each Global Note shall represent such of the aggregate principal amount of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.04.
(iii) Each Global Note authenticated under this Indenture (a) shall be registered registered, in the name of the Depository Depositary designated for such Global Note or a nominee thereof and delivered pursuant to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global NotesSection 2.04, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than a nominee of such Depositary, (b) shall be deposited with the Depository Trustee, as Custodian for such the Depositary, and (c) shall bear a legend substantially as follows ("Global Note or Legend"): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
(iv) Each Depositary designated pursuant to Section 2.04 for a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange ActAct and any other applicable statute or regulation, and, in either case, a successor Depository provided that the Depositary is not appointed within 90 days thereof, (B) the Issuer executes and delivers required to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names order to act as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereofdepositary.
(v) Notwithstanding any other provision Any Global Note may be represented by more than one certificate. The aggregate principal amount of this Indenture each Global Note may from time to time be increased or decreased by adjustments made on the records of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global NoteRegistrar, as the case may beprovided in this Indenture.
Appears in 1 contract
Sources: Indenture (Bottling Group LLC)
Global Notes. This Section 2.07(cThe Initial Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated February 21, 2018, among the Issuer, the Guarantors and Deutsche Bank Securities Inc., as representative of the several initial purchasers named therein. The Initial Notes and any Additional Notes (if issued as Restricted Notes) (the “Additional Restricted Notes”) shall apply be resold initially only to Global (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes.
(i”) Each shall be issued in the form of a permanent Global Note authenticated under this Indenture shall be registered substantially in the name form of Annex A, including appropriate legends as set forth in Section 302 (the Depository designated for such “Rule 144A Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Rule 144A Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or more decreased by adjustments made on the records of the Trustee, as Securities Custodian, as hereinafter provided. Initial Notes and any Additional Restricted Notes offered and sold outside the United States of America (the “Regulation S Notes”) in reliance on Regulation S shall initially be issued in the form of a permanent Global NotesNote substantially in the form of Annex A, and such Global Notes may be Restricted Global Notes, Temporary including appropriate legends as set forth in Section 302 (the “Regulation S Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the 40th day after the later of the commencement of the offering of the Initial Notes or and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Unrestricted Global NotesNote may only be held through Euroclear and Clearstream, and may only be transferred to Non-U.S. Persons pursuant to Regulation S, unless exchanged for interests in another Global Note in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note after the Restricted Period through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or any combination thereof.
(ii) Notwithstanding any other provision indirectly through organizations which are participants in this Indenturesuch systems. If such interests are held through Euroclear or Clearstream, no Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be exchanged in whole or in part for Senior Secured Notes registeredrepresented by more than one certificate, and no transfer if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of a the Regulation S Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part be increased or decreased by adjustments made on the records of the Trustee, as directed by Securities Custodian, as hereinafter provided. Initial Notes and Additional Restricted Notes resold to IAIs (the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth “Institutional Accredited Investor Notes”) in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange United States of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof America shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery issued in the form of beneficial a permanent Global Note substantially in the form of Annex A including appropriate legends as set forth in Section 302 (the “Institutional Accredited Investor Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Securities Custodian, as hereinafter provided. Exchange Notes exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes shall be issued in the form of a Restricted permanent Global Note, Temporary substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the “Exchange Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Exchange Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note or Regulation S Unrestricted Note, the Institutional Accredited Investor Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S and the Exchange Global Note or Regulation S Unrestricted Global Note, are sometimes collectively herein referred to as the case may be“Global Notes.”
Appears in 1 contract
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture shall will be registered in the name of the Depository designated for such Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.
(ii) Each Global Note or a nominee thereof and will be delivered to such Depository the Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (A) as set forth in paragraph (b)(iv) of this Section and (B) transfers of portions thereof in the form of Certificated Notes may be made upon request of an Agent Member (for itself or on behalf of a nominee thereof beneficial owner) by written notice given to the Trustee by or custodian thereforon behalf of the Depositary in accordance with customary procedures of the Depositary and in the compliance with this Section and Section 2.06.
(iii) Agent Members will have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary, and each the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note shall constitute a single Global Note for all purposes of this Indenturewhatsoever. The Senior Secured Notes Notwithstanding the foregoing, the Depositary or its nominee may be represented by one grant proxies and otherwise authorize any person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or more Global the Notes, and such Global Notes may be Restricted Global Notesnothing herein will impair, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notesas between the Depositary and its Agent Members, or the operation of customary practices governing the exercise of the rights of a holder of any combination thereofsecurity.
(iiiv) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in If (x) the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository Depositary (1) has notified notifies the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such a Global Note and a successor depositary is not appointed by the Company within 90 days of the notice or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (By) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) Trustee has received a request from the Depositary, or (Cz) above may be exchanged the Company, at its option, notifies the Trustee in whole or from time writing that it elects to time in part as directed by cause the Depository for such Global Note. Notwithstanding any other provision in this Indentureissuance of Certificated Notes, a Global Note to which the restriction set forth Trustee will promptly exchange each beneficial interest in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured one or more Certificated Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is authorized denominations having an equal aggregate principal amount registered in the name of a Person other than the Depository for owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Note or a nominee thereofwill be deemed canceled. Each Certificated Note issued in exchange therefor will bear the Restricted Legend.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 1 contract
Sources: Senior Indenture (Aes Corporation)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Issuer and delivered to such Depository authenticated by the Trustee as provided in the Indenture. One or a nominee thereof or custodian thereformore global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note Depositary or a nominee thereof.
(v) Notwithstanding any other provision of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture or of the Senior Secured Notes, to accommodate transfers of beneficial interests in a Global Note of the kind described Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary the Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, Temporary the IAI Global Note or any Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note or Regulation S and any Unrestricted Global Note shall only apply if there is are each referred to herein as a Restricted “Global Note, Temporary Regulation S ” and are collectively referred to herein as “Global Notes.” Each Global Note or Regulation S Unrestricted shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the case may be.amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of this Indenture and Section 2.2(c) of this Appendix A.
Appears in 1 contract
Sources: Senior Secured Notes Indenture (Spanish Broadcasting System Inc)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(ia) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(iib) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless (Ai) such Depository Depositary (1A) has notified the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2B) has ceased to be a clearing agency registered as such under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (Cii) there shall have occurred and be continuing an Event of Default with respect to such Global Note, and, in the case of both (i) and (ii), the Company executes and delivers to the Trustee a Company Order stating that all Global Notes. Any Global Note exchanged pursuant to subclause (A) above Notes shall be so exchanged in whole and for Notes that are not Global Notes (in part and which case such exchange shall be effected by the Trustee).
(c) If any Global Note is to be exchanged pursuant for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to subclause (B) the Trustee, as Co-Registrar, for exchange or (C) above may cancellation as provided in this Article Three. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or from time to time in part as directed by the Depository for a beneficial interest in any Global Note, then either (i) such Global Note. Notwithstanding any other provision Note shall be so surrendered for exchange or cancellation as provided in this IndentureArticle Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Co-Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note Note, the Trustee shall, subject to which the restriction set forth Section 3.5(b) and as otherwise provided in the second preceding sentence shall have ceased to apply may be transferred only tothis Article Three, authenticate and may be registered and exchanged for Senior Secured deliver any Notes registered only issuable in the name or names of, such Person or Persons as the Depository exchange for such Global Note shall have directed (or any portion thereof) to or upon the order of, and no transfer thereof other than registered in such a transfer names as may be registereddirected by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(ivd) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07Article Three, Section 2.069.5, 2.09 Section 11.4(1) or 3.06 or otherwise otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository Depositary for such Global Note or a nominee thereof.
(ve) Notwithstanding any other provision The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under this Indenture or of and the Senior Secured Notes, transfers and owners of beneficial interests in a Global Note of shall hold such interests pursuant to the kind described Applicable Procedures. Accordingly, any such owner’s beneficial interest in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below a Global Note shall be made shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members; provided, however, that, notwithstanding the foregoing, a beneficial owner of a Global Note shall have the right (i) to obtain evidence of its beneficial ownership interest in a Global Note in accordance with this clause section 129 of the Argentine Capital Markets Law, from any securities clearing service or collective deposit system, including DTC, Euroclear, Clearstream and Luxembourg, as applicable, and (vii) with such evidence to pursue remedies against the Company and assert rights in a legal action brought in Argentina under Argentine law in respect of its beneficial ownership interest in such a Global Note (including the right to initiate summary proceedings (acción ejecutiva) in Argentina in the manner provided by the Argentine Negotiable Obligations Law with respect thereto), and all transfers for such purposes such beneficial owner shall be treated as the owner of an interest in a Temporary Regulation S that portion of the Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or which represents its beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beownership interest therein.
Appears in 1 contract
Global Notes. This Section 2.07(c) Rule 144A Notes shall apply to be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Notes.
(i) Each Note”), without interest coupons and bearing the Global Note authenticated under this Indenture Notes Legend and the Restricted Notes Legend, which shall be registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of authenticated by the Trustee as provided in this Indenture. The Senior Secured Regulation S Notes may shall be represented by issued initially in the form of one or more global Notes (collectively, the “Regulation S Temporary Global Notes, Note” and such together with the Regulation S Permanent Global Notes may be Restricted Global Notes, Temporary Note (identified below) the “Regulation S Global Note”), without interest coupons and bearing the Global Notes or Regulation S Unrestricted Global NotesLegend, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenturethe Restricted Notes Legend, no Global Note may which shall be exchanged in whole or in part for Senior Secured deposited on behalf of the purchasers of the Notes registeredrepresented thereby with the Custodian, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of the Depositary or a Person other than nominee of the Depository Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to non-U.S. Persons subsequent to the initial distribution. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for such interests in the Rule 144A Global Note, the IAI Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or Note without a Restricted Notes Legend until the expiration of the Senior Secured Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee, transfers if required, that beneficial ownership interests in the Regulation S Temporary Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, all as contemplated by this Appendix A). Following the termination of the Restricted Period, upon receipt of an Issuer Order, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Global Note (the “Regulation S Permanent Global Note”) pursuant to the Applicable Procedures of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) Depositary. Simultaneously with the authentication of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary the Regulation S Permanent Global Note Note, the Trustee shall comply with subclause (F) of this clause (v)cancel the Regulation S Temporary Global Note. The provisions of this clause (v) providing for the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary the Regulation S Temporary Global Note or Security and the Regulation S Unrestricted Permanent Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note Security that are held by participants through Euroclear or Regulation S Unrestricted Global Note, as the case may beClearstream.
Appears in 1 contract
Sources: Indenture (Thor Industries Inc)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Any Note issued in exchange for a Global Note authenticated under this Indenture or any portion thereof shall be a Global Note, provided, however, that any such Note so issued that is registered in the name of a Person other than the Depository designated for such Global Note Depositary or a nominee thereof and delivered to such Depository or shall not be a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this IndentureNote. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in of this Indenture, no a Global Note may shall not be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, registered in the name of any Person other than the Depository for such Global Note Depositary or a nominee thereof unless one or more nominees thereof, unless
(1) the Depositary (A) such Depository (1) has notified notifies the Issuer Issuers that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2B) has ceased ceases to be a clearing agency registered under the Exchange Act, and, and in either case, case the Issuers fail to appoint a successor Depository is not appointed within 90 days thereof, depositary (Bas described below) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C2) there shall have occurred and be continuing an Event of Default with respect to the Global NotesDefault. Any Global Note exchanged pursuant to subclause clause (A1) above shall be so exchanged from time to time in whole and not in part and any Global Note exchanged pursuant to subclause clause (B) or (C2) above may be exchanged in whole or from time to time in whole or in part as directed by the Depository Depositary.
(ii) The Issuers hereby designate DTC as the Depositary with respect to the Global Notes. If at any time DTC notifies the Issuers that it is unwilling or unable to continue as Depositary for such the Global Note. Notwithstanding Notes or if at any other provision in this Indenturetime DTC has ceased to be a clearing agency registered under the Exchange Act if so required by applicable law or regulation, the Issuers shall be entitled to appoint a successor depositary with respect to each Global Note and provide notice to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, Note Trustee of such Person or Persons as the Depository appointment. If (x) a successor depositary for such Global Note shall have directed is not appointed by the Issuers within 90 days after the Issuers receive such notice or become aware of such unwillingness, inability or ineligibility, (y) an Event of Default has occurred and no transfer thereof other is continuing and the beneficial owners representing a majority in principal amount of the Notes represented by such Global Note advise DTC, with a copy to the Note Trustee and the Issuers, to cease acting as depositary for such Global Note or (z) the Issuers, in their sole discretion, determine at any time that all (but not less than such a transfer may be registered.
(iiiall) Subject to clause (ii) above, any exchange Outstanding Notes issued or issuable in the form of a Global Note for other Senior Secured shall no longer be represented by such Global Note and advise the Note Trustee and DTC of such determination, then the Issuers shall execute, and the Note Trustee shall authenticate and deliver, Notes in definitive form in an aggregate principal amount equal to the principal amount of such Global Notes. On or after the earliest date on which such interests may be made in whole or in partso exchanged as described above, and all Senior Secured each Global Note shall be surrendered for exchange by DTC to the Note Trustee; provided, however, that such exchange is subject to the terms of Section 2.1.10(b) herein,
(b) Notes issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such name or names and be in such authorized denominations as the Depository Depositary shall designate and shall bear the applicable legends provided for herein. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Note Trustee at the Corporate Trust Office to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall direct.
(iv) Every Senior Secured be so surrendered or exchanged or, if the Note authenticated Trustee is acting as Custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Note Trustee. Upon any such surrender or adjustment, the Note Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. Any Note delivered upon registration of transfer of, or in exchange for or in lieu of, a the Global Note or any portion thereofthereof shall, whether pursuant to this except as otherwise provided by Section 2.072.1.10, bear the legend regarding transfer restrictions required by Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof2.1.7.
(vc) Notwithstanding Subject to the provisions in the legends required by Section 2.1.7, a registered Holder may grant proxies and otherwise authorize any other provision of this Indenture or of the Senior Secured NotesPerson, transfers of interests in a Global Note of the kind described in Section 2.01 including any Agent Member and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of any Person who may hold an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish an Agent Member, to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there any action that such Holder is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beentitled to take under this Indenture.
Appears in 1 contract
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Any Note issued in exchange for a Global Note authenticated under this Indenture or any portion thereof shall be a Global Note, provided, however; that any such Note so issued that is registered in the name of a Person other than the Depository designated for such Global Note Depositary or a nominee thereof and delivered to such Depository or shall not be a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this IndentureNote. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in of this Indenture, no a Global Note may shall not be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, registered in the name of any Person other than the Depository for such Global Note Depositary or a nominee thereof unless one or more nominees thereof, unless
(1) the Depositary (A) such Depository (1) has notified notifies the Issuer that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2B) has ceased ceases to be a clearing agency registered under the Exchange Act, and, and in either case, case the Issuer fails to appoint a successor Depository is not appointed within 90 days thereof, depositary (Bas described below) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or or
(C2) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause clause (A1) above shall be so exchanged from time to time in whole and not in part and any Global Note exchanged pursuant to subclause clause (B) or (C2) above may be exchanged in whole or from time to time in whole or in part as directed by the Depository Depositary.
(ii) The Issuer hereby designates DTC as the Depositary with respect to the Global Notes. If at any time DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for such the Global Note. Notwithstanding Notes or if at any other provision in this Indenturetime DTC has ceased to be a clearing agency registered under the Exchange Act if so required by applicable law or regulation, the Issuer shall be entitled to appoint a successor depositary with respect to each Global Note and provide notice to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, Trustee of such Person or Persons as the Depository appointment. If (x) a successor depositary for such Global Note shall have directed is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such unwillingness, inability or ineligibility, (y) an Event of Default has occurred and no transfer thereof other is continuing and the beneficial owners representing a majority in principal amount of the Notes represented by such Global Note advise DTC, with a copy to the Trustee and the Issuer, to cease acting as depositary for such Global Note or (z) the Issuer, in its sole discretion, determines at any time that all (but not less than such a transfer may be registered.
(iiiall) Subject to clause (ii) above, any exchange Outstanding Notes issued or issuable in the form of a Global Note for other Senior Secured shall no longer be represented by such Global Note and advises the Trustee and DTC of such determination, then the Issuer shall execute, and the Trustee shall authenticate and deliver, definitive Notes of like class, rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Notes. On or after the earliest date on which such interests may be made in whole or in partso exchanged as described above, and all Senior Secured each Global Note shall be surrendered for exchange by DTC to the Trustee; provided, however, that such exchange is subject to the terms of Section 3.8(b) herein.
(b) Notes issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such name or names and be in such authorized denominations as the Depository Depositary shall designate and shall bear the applicable legends provided for herein. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Transfer Agent located at the Corporate Trust Office to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall direct.
(iv) Every Senior Secured be so surrendered or exchanged or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Note authenticated and issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. Any Note delivered upon registration of transfer of, or in exchange for or in lieu of, a the Global Note or any portion thereofthereof shall, whether pursuant except as otherwise provided by Section 3.8, bear the legend regarding transfer restrictions required by Section 2.5.
(c) Subject to the provisions in the legends required by Section 2.4 above, a registered Holder may grant proxies and otherwise authorize any Person, including any Agent Member and any Person who may hold an interest in an Agent Member, to take any action that such Holder is entitled to take under this Indenture.
(d) In the event of the occurrence of any of the events specified in paragraph (a) of this Section 2.072.6, Section 2.06the Issuer will promptly make available to the Trustee a reasonable supply of certificated Notes of each Class in definitive, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form fully registered form.
(e) Neither members of, or participants in, the Depositary ("Agent Members" and each an "Agent Member") nor any other Person on whose behalf Agent Members may act shall be, a have any rights under this Indenture with respect to any Global Note held on its or their behalf by the Depositary or under any such Global Note, unless such Senior Secured Note is registered in and the name Depositary may be treated by the Issuer, the Trustee and any agent of a Person other than the Depository for Issuer or the Trustee (including, without limitation, the Servicer) as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or agent of the Senior Secured NotesIssuer or the Trustee from giving effect to any written certification, transfers proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of interests in customary practices governing the exercise of the rights of a Holder of any Note. With respect to any Global Note deposited on behalf of the kind described in Section 2.01 subscribers for the Notes represented thereby with the Trustee as custodian for the Depositary for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Clearstream, Luxembourg, the provisions of the "Operating Procedures of the Euroclear System" and in subclauses (B)the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Clearstream, (C)Luxembourg, (D) and (E) of this clause (v) below respectively, shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S applicable to Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beNotes.
Appears in 1 contract
Sources: Indenture and Servicing Agreement (Vornado Realty Trust)
Global Notes. This Section 2.07(c(a) shall apply Unless and until it is exchanged for the Notes in registered form, one or more global Notes in principal amount equal to the aggregate principal amount of all outstanding Notes ("Global Notes") may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Company or to a nominee of such successor Clearing Agency.
(b) If at any (i) Each Global Note authenticated under this Indenture shall be registered in time the name of Clearing Agency notifies the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer Company that it is unwilling or unable to continue as Depository a Clearing Agency for the Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Clearing Agency at any time ceases to be a clearing agency registered under the Securities Exchange Act, and, in either case, a Act of 1934 at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Depository is not Clearing Agency shall have been appointed within 90 days thereofafter the Company becoming aware of the Clearing Agency's ceasing to be so registered, (Biii) the Issuer executes and delivers to Company, in its sole discretion, determines that the Trustee a Authentication Order providing that such Global Note Notes shall be so transferable, registrable and exchangeable, exchangeable or (Civ) there shall have occurred and be continuing an Event of Default with respect Default, the Company will execute, and subject to Article II of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository exchange for such Global Note. Notwithstanding any other provision in this Indenture, a Upon exchange of the Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofClearing Agency, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing Trustee shall deliver such Securities to the Clearing Agency for transfers of Senior Secured Notes or beneficial interests delivery to the Persons in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Securities are so registered.
Appears in 1 contract
Sources: Second Supplemental Indenture (Electronic Data Systems Corp /De/)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(ia) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(iib) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless (Ai) such Depository Depositary (1A) has notified the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such Global Note and a successor depositary is not appointed by the Company within 90 days, or (2B) has ceased to be a clearing agency registered as such under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (Cii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to such Global Note, or (iii) the Company executes and delivers to the Trustee a Company Order stating that all Global Notes. Any Global Note exchanged pursuant to subclause (A) above Notes shall be so exchanged in whole and for Notes that are not Global Notes (in part and which case such exchange shall be effected by the Trustee). Upon the occurrence in respect of any Global Note exchanged pursuant to subclause of any one or more of the conditions specified in clauses
(Bi) (ii) or (Ciii) above of the preceding sentence, such Global Note may be registered for transfer or exchange for Notes registered in the name of, or authenticated and delivered to, such Persons as the Depositary shall direct. All or any portion of a Global Note may be exchanged for a Note that has a like aggregate principal amount and is not a Global Note, upon 20 days' prior request made by the Depositary or its authorized representative to the Trustee.
(c) If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Note Registrar, for exchange or cancellation as provided in this Article Three. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or from time to time in part as directed by the Depository for a beneficial interest in any Global Note, then either (i) such Global Note. Notwithstanding any other provision Note shall be so surrendered for exchange or cancellation as provided in this IndentureArticle Three, or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Note Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note Note, the Trustee shall, subject to which the restriction set forth Section 3.05(b) and as otherwise provided in the second preceding sentence shall have ceased to apply may be transferred only tothis Article Three, authenticate and may be registered and exchanged make available for Senior Secured delivery any Notes registered only issuable in the name or names of, such Person or Persons as the Depository exchange for such Global Note shall have directed (or any portion thereof) to or upon the order of, and no transfer thereof other than registered in such a transfer names as may be registereddirected by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in Section 3.05(b), the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(ivd) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07Article Three, Section 2.0610.06 or otherwise, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository Depositary for such Global Note or a nominee thereof.
(ve) Notwithstanding any other provision The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under this Indenture or Indenture, the Notes and owners of the Senior Secured Notes, transfers of beneficial interests in a Global Note of shall hold such interests pursuant to the kind described in Section 2.01 and in subclauses (B)Applicable Procedures. Accordingly, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an any such owner's beneficial interest in a Temporary Regulation S Global Note will be shown only on, and the transfer of such interest shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes be effected only through, records maintained by the Depositary or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note its nominee or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beits Agent Members.
Appears in 1 contract
Global Notes. This Section 2.07(c) Global Notes shall apply be subject to Global Notes.the following terms:
(i) Each Interests in a Global Note authenticated under deposited with Euroclear and/or Clearstream or a Common Depositary pursuant to this Indenture shall be registered exchanged for Certificated Notes only if such exchange complies with Section 2.10 hereof and (1) if the clearing system(s) through which it is cleared and settled is closed for business for a continuous period of fourteen (14) days (other than by reason of holidays, statutory or otherwise) or announces an intention to cease business permanently or does in fact do so, (2) an Event of Default has occurred and is continuing or (3) the name of Company in its sole discretion notifies the Depository designated Trustee in writing that Certificated Notes shall be delivered in exchange for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereofNote.
(ii) Notwithstanding If interests in any other provision in this Indenture, no Global Note may are to be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name form of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable Certificated Notes pursuant to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange ActSection 2.10, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect surrendered by the relevant clearing system to the Trustee to be so exchanged, without charge, and the Trustee shall authenticate and deliver, upon such exchange of interests in such Global Note, an equal aggregate principal amount of Certificated Notes. Any Global Note The Certificated Notes exchanged pursuant to subclause (A) above this Section 2.7 shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed registered by the Depository for Registrar in such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note relevant clearing system shall have directed and no transfer thereof other than such a transfer may be registereddirect in writing in accordance with its records.
(iii) Subject to clause (ii) aboveUntil exchanged in full, any exchange of a Global Note for other Senior Secured shall in all respects be entitled to the same benefits under this Indenture as Certificated Notes may be made in whole or in partauthenticated and delivered hereunder. If, and all Senior Secured after any presentation thereof to the Trustee, the principal amount of Notes issued in exchange for a represented by any Global Note or any portion thereof shall be registered in such name or names as the Depository for is reduced to zero, such Global Note shall direct.
(iv) Every Senior Secured Note authenticated be immediately cancelled and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in destroyed by the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only Trustee in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beSection 2.11.
Appears in 1 contract
Sources: Indenture (Cresud Inc)
Global Notes. This Section 2.07(c) The following provisions shall apply only to Global Notes.:
(ia) Each Global Note authenticated under this Indenture Agreement shall be registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof and delivered to such Depository the Depositary or a nominee thereof or the Registrar and Transfer Agent as custodian thereforfor the Global Notes, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereofAgreement.
(iib) Notwithstanding any other provision in this IndentureAgreement, no Global Note may be exchanged in whole or in part for Senior Secured Notes registeredPhysical Notes, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository for such Global Note Depositary or a nominee thereof unless (A) such Depository the Depositary (1x) has notified the Issuer Fund that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, and a successor Depository is depositary has not been appointed by the Fund within 90 calendar days thereof, or (B) the Issuer executes Fund, in its sole discretion, notifies the Registrar and delivers Transfer Agent in writing that it no longer wishes to the Trustee a Authentication Order providing that have such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Notes represented by Global Notes. Any Global Note exchanged pursuant to subclause (Athis Section 1.4(b) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause part.
(Bc) or (C) above may In addition, Physical Notes will be exchanged issued in whole or from time to time exchange for beneficial interests in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to which enforce its rights under the restriction set forth in Notes or this Agreement upon the second preceding sentence shall have ceased to apply may be transferred only to, occurrence and may be registered and exchanged for Senior Secured Notes registered only in during the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registeredcontinuance of an Event of Default.
(iiid) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof pursuant to Section 1.4(b) or Section 1.4(c) shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Notes or portion thereof to be so exchanged, shall be registered in such name or names and be in such authorized denominations as the Depository for such Depositary shall designate and shall bear any legends required hereunder. Any Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant Notes to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise be exchanged shall be authenticated surrendered by the Depositary to the Registrar and delivered in Transfer Agent, as Registrar; provided that pending completion of the form of, and shall be, exchange of a Global Note, unless the Registrar and Transfer Agent acting as custodian for the Global Notes for the Depositary or its nominee with respect to such Senior Secured Note is Global Notes, shall reduce the principal amount thereof, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Registrar and Transfer Agent. Upon any such surrender or adjustment, the Registrar and Transfer Agent shall authenticate and make available for delivery the Notes issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof.
(e) In the event of the occurrence of any of the events specified in Section 1.4(b) above or upon any request described in Section 1.4(c), the Fund will promptly make available to the Registrar and Transfer Agent a sufficient supply of Physical Notes.
(f) Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Agreement with respect to any Global Notes registered in the name of a Person other than the Depository for such Global Note Depositary or a any nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes the Depositary or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Notesuch nominee, as the case may be, may be treated by the Fund, the Registrar and Transfer Agent and any agent of the Fund or the Registrar and Transfer Agent as the absolute owner and Holder of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Fund, the Registrar and Transfer Agent or any agent of the Fund or the Registrar and Transfer Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Global Notes.
(g) At such time as all interests in a Global Note have been repaid, cancelled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Registrar and Transfer Agent in accordance with standing procedures and instructions existing between the Depositary and the Registrar and Transfer Agent. At any time prior to such cancellation, if any interest in a Global Note is repaid, cancelled or exchanged for Physical Notes, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Registrar and Transfer Agent, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Registrar and Transfer Agent to reflect such reduction.
(h) The transfer and exchange of beneficial interests in any Global Notes shall be effected through the Depositary in accordance with this Agreement and the applicable procedures of the Depositary. 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.
Appears in 1 contract
Sources: Note Purchase Agreement (Blackstone / GSO Senior Floating Rate Term Fund)
Global Notes. This Section 2.07(c2(b) shall apply to any Book-Entry Notes represented by one or more Global Notes.Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (the “Depositary”) or a nominee thereof:
(i) Each each Global Note authenticated under this Indenture shall representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof and delivered to such Depository thereof;
(ii) notwithstanding any other provisions of this Agreement or a nominee thereof or custodian thereforGlobal Note, and each such Global Note shall constitute not be transferred except as a single Global Note for all purposes whole by a nominee of this Indenturethe Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no A Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Certificated Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless event that (A) such Depository (1) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depository Depositary for such the Global Note Notes or (2) the Depositary has ceased to be a “clearing agency agency” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in either case, and a successor Depository depositary is not appointed by the Issuer within 90 sixty (60) days thereofthereafter, (B) an Event of Default (as defined in the Issuer executes Notes) has occurred and delivers is continuing with respect to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, Notes or (C) there the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall have occurred and no longer be continuing an Event of Default with respect to the represented by Global Notes. Any Global Note exchanged pursuant to subclause clause (A) or (C) above shall be so exchanged in whole and but not in part and part, while any Global Note exchanged pursuant to subclause clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.Depositary;
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be issued as Certificated Notes, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be registered in such name or names and be in such authorized denominations as the Depository Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall direct.be surrendered by the Depositary to the Corporate Trust Office of the Issuing and Paying Agent located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Corporate Trust Office”), to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent. Upon any such surrender or adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer, the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such surrender, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Global Note on behalf of the Depositary for the remaining principal amount thereof; and
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer neither any members of, or in exchange for or in lieu ofparticipants in, a the Depositary (“Participants”) nor any other persons on whose behalf Participants may act shall have any rights under this Agreement with respect to any Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note Depositary or a any nominee thereof.
(v) Notwithstanding , or under any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted such Global Note, Temporary Regulation S Global Note and the Depositary or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Notesuch nominee, as the case may be, may be treated by the Issuer, the Issuing and Paying Agent and any agent of the Issuer or the Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note in accordance with Section 12(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Issuer or the Issuing and Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the rights of a Registered Holder of a Global Note.
Appears in 1 contract
Sources: Issuing and Paying Agency Agreement (Independent Bank Corp)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture Initial Notes offered and sold in reliance on Rule 144A shall be registered issued initially in the name form of the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and such the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Upon consummation of the Registered Exchange Offer, the Series B Notes may be Restricted Global Notes, Temporary Regulation S issued in the form of one or more Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no with the Global Note Legend but not the Private Placement Legend. Each Global Note shall represent such of the aggregate principal amount of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be exchanged in whole reduced or in part for Senior Secured Notes registeredincreased, as appropriate, to reflect exchanges and no transfer redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in whole or the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee in part may accordance with instructions given by the Holder thereof as required by Section 204 hereof. Each Global Note (i) shall be maderegistered, in the name of any Person other than the Depository Depositary designated for such Global Note pursuant to Section 204, or in the name of a nominee thereof unless of such Depositary, (Aii) such Depository shall be deposited with the Trustee, as Custodian for the Depositary, and (1iii) has notified the Issuer that it is unwilling or unable shall bear a legend substantially as follows: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR IS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Each Depositary designated pursuant to continue as Depository Section 204 for such a Global Note or (2) has ceased to must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part Act and any Global Note exchanged pursuant to subclause (B) other applicable statute or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registeredregulation.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 1 contract
Sources: Indenture (Pepsi Bottling Group Inc)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(ia) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(iib) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless (Ai) such Depository Depositary (1A) has notified the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2B) has ceased to be a clearing agency registered as such under the Exchange Act, and, and in either case, case the Company fails to appoint a successor Depository is not appointed Depositary within 90 days thereofdays, (Bii) the Issuer Company, at its option, executes and delivers to the Trustee a Authentication Company Order providing stating that such it elects to cause the issuance of the Notes in certificated form and that all Global Note Notes shall be so transferable, registrable and exchangeable, exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee) or (Ciii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to the such Global Notes. Any Global Note exchanged pursuant to subclause Note.
(Ac) above shall be so exchanged in whole and not in part and If any Global Note is to be exchanged pursuant for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to subclause (B) the Trustee, as Note Registrar, for exchange or (C) above may cancellation as provided in this Article Three. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or from time to time in part as directed by the Depository for a beneficial interest in any Global Note, then either (i) such Global Note. Notwithstanding any other provision Note shall be so surrendered for exchange or cancellation as provided in this IndentureArticle Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Note Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note Note, the Trustee shall, subject to which the restriction set forth Section 3.06(c) and as otherwise provided in the second preceding sentence shall have ceased to apply may be transferred only tothis Article Three, authenticate and may be registered and exchanged for Senior Secured deliver any Notes registered only issuable in the name or names of, such Person or Persons as the Depository exchange for such Global Note shall have directed (or any portion thereof) to or upon the order of, and no transfer thereof other than registered in such a transfer names as may be registereddirected by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(ivd) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07Article Three or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.Global
Appears in 1 contract
Sources: Indenture (Insilco Corp/De/)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this IndentureExcept for exchanges of Global Notes for definitive, Non-global Notes at the sole discretion of the Company, no Global Note may be exchanged in whole or in part for Senior Secured Notes registeredregistered Notes, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless (A) such Depository Depositary (1i) has notified the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2ii) has ceased to be a clearing agency registered as such under the Exchange Act, and, Act or announces an intention permanently to cease business or does in either case, a successor Depository is not appointed within 90 days thereof, fact do so or (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the such Global NotesNote. Any Global Note exchanged pursuant to subclause In case of an event under clause (A) above shall be so exchanged of the preceding sentence, if a successor Depositary for such Global Note is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of an Officers' Certificate directing the authentication and delivery of Notes, will authenticate and deliver, Notes, in whole and not any authorized denominations in part and an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note.
(iii) If any Global Note is to be exchanged pursuant for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to subclause (B) the Trustee, as Note Registrar, for exchange or (C) above may cancellation, as provided in this Article 2. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or from time to time in part for a beneficial interest in any Global Note, in each case, as directed by the Depository for provided in Section 2.07, then either (A) such Global Note. Notwithstanding any other provision Note shall be so surrendered for exchange or cancellation, as provided in this IndentureArticle 2, or (B) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note Note, the Trustee shall, subject to which the restriction set forth other provisions in the second preceding sentence shall have ceased to apply may be transferred only tothis Article 2, authenticate and may be registered and exchanged for Senior Secured deliver any Notes registered only issuable in the name or names of, such Person or Persons as the Depository exchange for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be thereof) to or upon the order of, and registered in such name or names as may be directed by, the Depository for Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 2 if such Global Note shall directorder, direction or request is given or made in accordance with the Applicable Procedures.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07Article 2 or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a registered Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository Depositary for such Global Note or a nominee thereof, in which case such Note shall be authenticated and delivered in definitive, fully registered form, without interest coupons.
(v) Notwithstanding any other provision The Depositary or its nominee, as registered owner of this a Global Note, shall be the Holder of such Global Note for all purposes under the Indenture or of and the Senior Secured Notes, transfers and owners of beneficial interests in a Global Note of shall hold such interests pursuant to the kind described in Section 2.01 and in subclauses (B)Applicable Procedures. Accordingly, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an any such owner's beneficial interest in a Temporary Regulation S Global Note will be shown only on, and the transfer of such interest shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes be effected only through, records maintained by the Depositary or beneficial interests in Global Notes to Persons who wish to take delivery in the form its nominee or its Agent Members and such owners of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note will not be considered the owners or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beholders thereof.
Appears in 1 contract
Global Notes. This Section 2.07(cThe provisions of clauses (1) through (7) below shall apply only to Global Notes.:
(i1) Each each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof and delivered to such Depository the Depositary or a nominee thereof or custodian therefortherefore, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.;
(ii2) Notwithstanding notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository for such Global Note Depositary or a nominee thereof unless (A) such Depository the Depositary (1i) has notified the Issuer that it is unwilling or unable to continue as Depository Depositary for such Global Note and the Issuer thereupon fails to appoint a successor Depositary or (2ii) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Notes in definitive registered certificated form, or (C) an Event of Default has occurred and delivers is continuing and the Registrar has received a written request from a beneficial owner of the Notes through an Agent Member to issue its proportionate interest in the Global Note in certificated form;
(3) if any Global Note is to be exchanged for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee Trustee, as Registrar, for exchange or cancellation as provided in this Article III. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or in part for a Authentication Order providing that beneficial interest in any Global Note, such Global Note shall be so transferablesurrendered for exchange or cancellation as provided in this Article III or, registrable and exchangeable, if the Trustee is acting as custodian for the Depositary or its nominee (Cor is party to a similar arrangement) there shall have occurred and be continuing an Event of Default with respect to such Global Note, the Global Notes. Any Global Note exchanged pursuant principal amount thereof shall be reduced or increased by an amount equal to subclause (A) above shall the portion thereof to be so exchanged or cancelled, or the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, in whole and not each case by means of an appropriate adjustment made on the records of the Trustee, whereupon the Trustee, in part and accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representatives to make a corresponding adjustment to its records (including by crediting or debiting any Global Note exchanged Agent Member’s account as necessary to reflect any transfer or exchange of a beneficial interest pursuant to subclause (B) Section 3.4(c)). Upon any such surrender or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such adjustment of a Global Note. Notwithstanding any other provision , the Trustee shall, subject to Section 3.4(a)(2) and as otherwise provided in this IndentureArticle III, a Global Note to which the restriction set forth authenticate and deliver any Notes issuable in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository exchange for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be thereof) to or upon the order of, and registered in such name or names as may be directed by, the Depository for Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Issuer shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to conclusively rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such Global Note shall direct.order, direction or request is given or made in accordance with the Applicable Procedures;
(iv4) Every Senior Secured every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article III or Section 2.0710.5 or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note Depositary or a nominee thereof.;
(v5) Notwithstanding any other provision of this Indenture or none of the Senior Secured NotesIssuer, transfers the Guarantors, the Trustee, any agent of the Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the Depositary’s records (or the records of the participant of such Depositary) relating to or payments made on account of beneficial ownership interests in of a Global Note or for maintaining, supervising or reviewing any records of the kind described Depositary relating to such beneficial ownership interests;
(6) subject to the provisions in the legends required by Section 2.2 above, the registered Holder may grant proxies and otherwise authorize any Person, including Agent Members and Persons who may hold interests in Agent Members, to take any action that such Holder is entitled to take under this Indenture;
(7) except as provided in Section 2.01 and in subclauses (B)3.4(a)(2) herein, (C), (D) and (E) of neither Agent Members nor any other Person on whose behalf Agent Members may act shall have any rights under this clause (v) below shall be made only in accordance Indenture with this clause (v), and all transfers of an interest in a Temporary Regulation S respect to any Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes held on their behalf by the Depositary or beneficial interests in Global Notes to Persons who wish to take delivery in under the form of beneficial interests in a Restricted Global Note, Temporary Regulation S and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Guarantors, the Trustee or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Noteany agent of the Issuer or the Trustee from giving effect to any written certification, Temporary Regulation S Global Note proxy or Regulation S Unrestricted Global Noteother authorization furnished by the Depositary or impair, as between the case may beDepositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
Appears in 1 contract
Sources: Indenture (VM Holding S.A.)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(ia) Each Global Note authenticated ------------- under this Indenture shall be registered in the name of the Depository Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(iib) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless (Ai) such Depository Depositary (1A) has notified the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2B) has ceased to be a clearing agency registered as such under the Exchange Act, and, and in either case, case the Company fails to appoint a successor Depository is not appointed within 90 days thereofDepositary, (Bii) the Issuer Company executes and delivers to the Trustee a Authentication Company Order providing stating that such it elects to cause the issuance of the Note in certificated form and that all Global Note Notes shall be so transferable, registrable and exchangeable, exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee) or (Ciii) there shall have occurred and be continuing an Event of Default with respect to the such Global Notes. Any Global Note exchanged pursuant to subclause .
(Ac) above shall be so exchanged in whole and not in part and If any Global Note is to be exchanged pursuant for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to subclause (B) the Trustee, as Note Registrar, for exchange or (C) above may cancelation as provided in this Article III. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or from time to time in part as directed by the Depository for such a beneficial interest in any Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for then either (i) such Global Note shall have directed be so surrendered for exchange or cancelation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Notes to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Note Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 3.06(c) and no transfer thereof other than as otherwise provided in this Article III, authenticate and deliver any Notes issuable in exchange for such a transfer Global Notes (or any portion thereof) to or upon the order of, and registered in such names as may be registereddirected by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(ivd) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07Article III or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository Depositary for such Global Note or a nominee thereof.
(ve) Notwithstanding any other provision The Depositary or its nominee, as registered owner of this a Global Note, shall be the Holder of such Global Note for all purposes under the Indenture or of and the Senior Secured Notes, transfers and owners of beneficial interests in a Global Note of shall hold such interests pursuant to the kind described in Section 2.01 and in subclauses (B)Applicable Procedures. Accordingly, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an any such owner's beneficial interest in a Temporary Regulation S Global Note will be shown only on, and the transfer of such interest shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes be effected only through, records maintained by the Depositary or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note its nominee or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beits Agent Members.
Appears in 1 contract
Sources: Indenture (Afc Enterprises Inc)
Global Notes. This Section 2.07(c(a) shall apply Unless and until it is exchanged for the Notes in registered form, one or more global Notes in principal amount equal to the aggregate principal amount of all outstanding Notes ("Global Notes") may be transferred, in whole but not in part, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.
(b) If at any (i) Each Global Note authenticated under this Indenture shall be registered in time the name of Depositary notifies the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer Company that it is unwilling or unable to continue as Depository a Depositary for the Global Notes and no successor Depositary shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Depositary at any time ceases to be a clearing agency registered under the Securities Exchange Act, and, in either case, a Act of 1934 at any time the Depositary is required to be so registered to act as such Depositary and no successor Depository is not Depositary shall have been appointed within 90 days thereofafter the Company's becoming aware of the Depositary's ceasing to be so registered, (Biii) the Issuer executes and delivers to Company, in its sole discretion, determines that the Trustee a Authentication Order providing that such Global Note Notes shall be so transferable, registrable and exchangeable, exchangeable or (Civ) there shall have occurred and be continuing an Event of Default with respect Default, the Company will execute, and subject to Article Five of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository exchange for such Global Note. Notwithstanding any other provision in this Indenture, a Upon exchange of the Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofDepositary, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing Trustee shall deliver such Securities to the Depositary for transfers of Senior Secured Notes or beneficial interests delivery to the Persons in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Securities are so registered.
Appears in 1 contract
Sources: Sixth Supplemental Indenture (Williams Companies Inc)
Global Notes. This Section 2.07(c3(a)(9) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture Notes shall be issued initially in the form of one or more registered global Notes, numbered 3(a)(9)-1 upward (collectively, the “3(a)(9) Global Note”), Rule 144A Notes shall be issued initially in the form of one or more registered global Notes, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global registered Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary for credit to accounts of the Depositary’s direct or indirect participants (including Euroclear or Clearstream), duly executed by the Company and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of authenticated by the Trustee as provided in this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(iiBeneficial ownership interests in the 3(a)(9) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged exchangeable for interests in whole the Regulation S Global Note only upon receipt by the Trustee of a written certification from the transferor of the beneficial interest in the form provided on the reverse side of the Initial Notes to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S or (if available) Rule 144 under the Securities Act. The 3(a)(9) Global Note, the Rule 144A Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the Outstanding Notes as shall be specified in part for Senior Secured the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes registeredfrom time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and no transfer redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in whole the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee or in part may be madethe Custodian, at the direction of the Trustee, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default accordance with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed instructions given by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons Holder thereof as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this required by Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision 2.06 of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in and Section 2.01 and in subclauses (B), (C), (D) and (E2.3(c) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.Appendix A.
Appears in 1 contract
Sources: Indenture (Raghsa S.A.)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this IndentureExcept for exchanges of Global Notes for definitive, Non-global Notes at the sole discretion of the Company, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless (A) such Depository Depositary (1i) has notified the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2ii) has ceased to be a clearing agency registered as such under the Exchange Act, and, Act or announces an intention permanently to cease business or does in either case, a successor Depository is not appointed within 90 days thereof, fact do so or (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the such Global NotesNote. Any Global Note exchanged pursuant to subclause In case of an event under clause (A) above shall be so exchanged of the preceding sentence, if a successor Depositary for such Global Note is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of an Officers' Certificate directing the authentication and delivery of Notes, will authenticate and deliver, Notes in whole and not any authorized denominations in part and an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note.
(iii) If any Global Note is to be exchanged pursuant for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to subclause (B) the Registrar, for exchange or (C) above may cancellation, as provided in this Article 2. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or from time to time in part for a beneficial interest in any Global Note, in each case, as directed by the Depository for provided in Section 2.07, then either (A) such Global Note. Notwithstanding any other provision Note shall be so surrendered for exchange or cancellation, as provided in this IndentureArticle 2, or (B) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note to which Note, the restriction set forth Trustee shall, as provided in the second preceding sentence shall have ceased to apply may be transferred only tothis Article 2, authenticate and may be registered and exchanged for Senior Secured deliver any Notes registered only issuable in the name or names of, such Person or Persons as the Depository exchange for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be thereof) to or upon the order of, and registered in such name or names as may be directed by, the Depository for Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 2 if such Global Note shall directorder, direction or request is given or made in accordance with the Applicable Procedures.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07Article 2 or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a registered Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository Depositary for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision , in which case such Note shall be authenticated and delivered in definitive, fully registered form, without interest coupons. The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under this Indenture or of and the Senior Secured Notes, transfers and owners of beneficial interests in a Global Note of shall hold such interests pursuant to the kind described in Section 2.01 and in subclauses (B)Applicable Procedures. Accordingly, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an any such owner's beneficial interest in a Temporary Regulation S Global Note will be shown only on, and the transfer of such interest shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes be effected only through, records maintained by the Depositary or beneficial interests in Global Notes to Persons who wish to take delivery in the form its nominee or its Agent Members and such owners of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note will not be considered the owners or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beholders thereof.
Appears in 1 contract
Global Notes. This Section 2.07(c2(b) shall apply to all Book-Entry Notes represented by one or more Global Notes.Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (the “Depositary”) or a nominee thereof:
(i) Each each Global Note authenticated under this Indenture shall representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof and delivered to such Depository thereof;
(ii) notwithstanding any other provisions of this Agreement or a nominee thereof or custodian thereforGlobal Note, and each such Global Note shall constitute not be transferred except as a single Global Note for all purposes whole by a nominee of this Indenturethe Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no A Global Note may be exchanged for Notes in whole or fully registered form (“Certificated Notes”), in part for Senior Secured Notes registered, such form as shall be delivered to the Issuing and no transfer of a Global Note in whole or in part may be madePaying Agent by the Issuer, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless event that (A) such Depository (1) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depository Depositary for such the Global Note Notes or (2) the Depositary has ceased to be a “clearing agency agency” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in either case, and a successor Depository depositary is not appointed by the Issuer within 90 sixty (60) days thereofthereafter, (B) an Event of Default (as defined in the Issuer executes Notes) has occurred and delivers is continuing with respect to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, Notes or (C) there the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall have occurred and no longer be continuing an Event of Default with respect to the represented by Global Notes. Any Global Note exchanged pursuant to subclause clause (A) or (C) above shall be so exchanged in whole and but not in part and part, while any Global Note exchanged pursuant to subclause clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.Depositary;
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be issued as Certificated Notes, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be registered in such name or names and be in such denominations pursuant to Section 12 as the Depository Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall directbe surrendered by the Depositary to the corporate trust office of the Issuing and Paying Agent located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Corporate Trust Office”), to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent. Upon any such surrender or adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such surrender, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Global Note on behalf of the Depositary for the remaining principal amount thereof; and
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer neither any members of, or in exchange for or in lieu ofparticipants in, a the Depositary (“Participants”) nor any other persons on whose behalf Participants may act shall have any rights under this Agreement with respect to any Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note Depositary or a any nominee thereof.
(v) Notwithstanding , or under any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted such Global Note, Temporary Regulation S Global Note and the Depositary or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Notesuch nominee, as the case may be, may be treated by the Issuer, the Issuing and Paying Agent and any agent of the Issuer or the Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note in accordance with Section 12(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Issuer or the Issuing and Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the rights of a Registered Holder of a Global Note.
Appears in 1 contract
Sources: Issuing and Paying Agency Agreement (Atlantic Capital Bancshares, Inc.)
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(i) Each The Global Notes shall bear the Global Note authenticated under this Indenture Legend [and the OID Legend]. The Global Notes initially shall (1) be registered in the name of the Depository designated or the nominee of such Depository, in each case for credit to an account of an Agent Member and (2) be delivered to the Trustee as custodian for such Depository. Members of, or direct or indirect participants in, the Depository, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or a nominee thereof the Trustee as its custodian, or under the Global Notes. The Depository may be treated by the Issuer, the Trustee and delivered to such Depository any agent of the Issuer or a nominee thereof or custodian therefor, and each such the Trustee as the absolute owner of the Global Note shall constitute a single Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of this Indenture. The Senior Secured Notes the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository, Euroclear or Clearstream as the case may be represented by one or more Global Notesbe, and such Global Notes may be Restricted Global Notestheir respective Agent Members, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or the operation of customary practices governing the exercise of the rights of a Holder of any combination thereofNote.
(ii) Notwithstanding any other provision Transfers of Global Notes shall be limited to transfer in this Indenturewhole, no but not in part, to the Depository, its successors or its respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository, Euroclear or Clearstream as the case may be, and the provisions of Section 2.07. A Global Note may shall be exchanged in whole or in part exchangeable for Senior Secured Definitive Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than only if (x) the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified notifies the Issuer that it is unwilling or unable to continue as Depository depository, for such Global Note or and the Issuer thereupon fails to appoint a successor depository, (2y) the Depository has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, Act or (Cz) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding In all cases, Definitive Notes delivered in exchange for any other provision in this Indenture, a Global Note to which the restriction set forth or beneficial interests therein shall be registered in the second preceding sentence shall have ceased to apply may be transferred only tonames, and may be registered and exchanged for Senior Secured Notes registered only issued in the name any approved denominations, requested by or names of, such Person or Persons as on behalf of the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registeredin accordance with its customary procedures.
(iii) Subject to clause (ii) above, any exchange In connection with the transfer of a Global Note for other Senior Secured Notes may be made in whole or in partas an entirety to beneficial owners pursuant to subsection (ii) of this Section 2.02(b), and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall directbe deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.
(iv) Every Senior Secured Note authenticated and delivered upon registration The Holder of transfer of, or in exchange for or in lieu of, a any Global Note or may grant proxies and otherwise authorize any portion thereofPerson, whether pursuant including Agent Members and Persons that may hold interests through Agent Members, to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, take any action which a Global Note, unless such Senior Secured Note Holder is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of entitled to take under this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 1 contract
Sources: Indenture (GeoEye License Corp.)
Global Notes. This Section 2.07(c(a) shall apply to Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered in If Notes are eligible for book-entry settlement with the name of the Depository designated for Depositary, such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Notes in global form (each, a “Global Notes, Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and such exchange of beneficial interests in a Global Notes may Note that does not involve the issuance of a Physical Note shall be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereofeffected through the Depositary in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor.
(iib) Notwithstanding any other provision in this Indenture, no A Global Note may not be exchanged in transferred as a whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for Senior Secured Notes registered, and no transfer exchange of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee portion thereof unless for one or more Physical Notes in accordance with this Appendix A.
(Ac) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note. Initially, andeach Global Note shall be issued to the Depositary, registered in either casethe name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co.
(d) If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor Depository depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (Ciii) there shall have occurred and be continuing an Event of Default with respect to the Global Notes has occurred and is continuing and a beneficial owner of any Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate, an Opinion of Counsel, and a Company Order for the authentication and delivery of Notes. Any Global , shall authenticate and deliver (x) in the case of clause (iii), a Physical Note exchanged pursuant to subclause such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (Ay) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause the case of clause (Bi) or (Cii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) above may be exchanged in whole or from time an aggregate principal amount equal to time the aggregate principal amount of such Global Notes in part as directed by the Depository exchange for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only toNotes, and may be registered and exchanged for Senior Secured upon delivery of the Global Notes registered only in to the name or names of, such Person or Persons as the Depository for Trustee such Global Note Notes shall have directed and no transfer thereof other than such a transfer may be registeredcanceled.
(iiie) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Physical Notes issued in exchange for all or a part of the Global Note or any portion thereof pursuant to this Section 1.2 of Appendix A shall be registered in such name or names and in such authorized denominations as the Depository for Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (iii) of the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Global Note shall directPhysical Notes to the Persons in whose names such Physical Notes are so registered.
(ivf) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless At such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of time as all interests in a Global Note of have been converted, canceled, repurchased, redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled by the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only Trustee in accordance with this clause (v)standing procedures and existing instructions between the Depositary and the Custodian. At any time prior to such cancellation, and all transfers of an if any interest in a Temporary Regulation S Global Note shall comply with subclause (F) is exchanged for Physical Notes, converted, canceled, repurchased, redeemed or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted such Global Note, Temporary Regulation S the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Noteincreased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase.
(g) None of the Company, the Trustee (acting in any capacity) or any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or for any action or inaction of the Depositary. Each Note that is a Global Note shall be subject to the restrictions on transfer set forth in this Section 1.2 of Appendix A (including the legend set forth below): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
(h) Any temporary Note that is a Global Note issued pursuant to Regulation S shall be subject to the restrictions on transfer set forth in this Section 1.2(h) of Appendix A (including the legend set forth below): THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE. THE HOLDER OF THIS NOTE BY ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IF IT IS A PURCHASER IN A SALE THAT OCCURS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OF THE SECURITIES ACT, IT ACKNOWLEDGES THAT, UNTIL EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF RULE 903 OF REGULATION S, ANY OFFER OR SALE OF THIS NOTE SHALL NOT BE MADE BY IT TO A U.S. PERSON TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON WITHIN THE MEANING OF RULE 902(k) UNDER THE SECURITIES ACT.
Appears in 1 contract
Sources: Senior Secured Convertible Notes Indenture (SAExploration Holdings, Inc.)
Global Notes. This Section 2.07(c2(b) shall apply to any Book-Entry Notes represented by one or more Global Notes.Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (the “Depositary”) or a nominee thereof:
(i) Each each Global Note authenticated under this Indenture shall representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof and delivered to such Depository thereof;
(ii) notwithstanding any other provisions of this Agreement or a nominee thereof or custodian thereforGlobal Note, and each such Global Note shall constitute not be transferred except as a single Global Note for all purposes whole by a nominee of this Indenturethe Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no A Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Certificated Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless event that (A) such Depository (1) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depository Depositary for such the Global Note Notes or (2) the Depositary has ceased to be a “clearing agency agency” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in either case, and a successor Depository depositary is not appointed by the Issuer within 90 sixty (60) days thereofthereafter, (B) an Event of Default (as defined in the Issuer executes Notes) has occurred and delivers is continuing with respect to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, Notes or (C) there the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall have occurred and no longer be continuing an Event of Default with respect to the represented by Global Notes. Any Global Note exchanged pursuant to subclause clause (A) or (C) above shall be so exchanged in whole and but not in part and part, while any Global Note exchanged pursuant to subclause clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.Depositary;
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be issued as Certificated Notes, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be registered in such name or names and be in such authorized denominations as the Depository Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall direct.be surrendered by the Depositary to the Corporate Trust Office of the Issuing and Paying Agent located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Corporate Trust Office”), to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent. Upon any such surrender or adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer, the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such surrender, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Global Note on behalf of the Depositary for the remaining principal amount thereof; and
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer neither any members of, or in exchange for or in lieu ofparticipants in, a the Depositary (“Participants”) nor any other persons on whose behalf Participants may act shall have any rights under this Agreement with respect to any Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note Depositary or a any nominee thereof.
(v) Notwithstanding , or under any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted such Global Note, Temporary Regulation S Global Note and the Depositary or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Notesuch nominee, as the case may be, may be treated by the Issuer, the Issuing and Paying Agent and any agent of the Issuer or the Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note in accordance with Section 12(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Issuer or the Issuing and Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the rights of a Registered Holder of a Global Note.
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Sources: Issuing and Paying Agency Agreement (Independent Bank Corp)
Global Notes. This Section 2.07(c(a) shall apply to Global Notes.
(i) Each The Global Note authenticated under this Indenture shall initially be registered in the name of the Depository designated for such Global Note Depositary or a its nominee thereof and be delivered to such Depository or a nominee thereof or custodian therefor, and each such Global the Note shall constitute a single Global Note for all purposes of this IndentureCustodian. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of So long as a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Note Guarantors, the Trustee and any agent of the Company, the Note Guarantors or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Note Guarantors, the Trustee or any agent of the Company, the Note Guarantors or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a nominee thereofHolder.
(vb) Notwithstanding The Holder of a Global Note may grant proxies and otherwise authorize any other provision of Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.
(c) Whenever, as a result of an optional redemption of Notes by the Senior Secured NotesCompany, transfers a Change of interests in Control Offer, an Asset Sale Offer or an exchange for Certificated Notes pursuant to the provisions of Section 2.06(a) hereof, a Global Note of the kind described is redeemed, repurchased or exchanged in Section 2.01 and in subclauses (B)part, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S such Global Note shall comply with subclause (F) be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S such Global Note will be equal to the portion of such Global Note not redeemed, repurchased or Regulation S Unrestricted exchanged and shall thereafter return such Global Note to such Holder, PROVIDED that each such Global Note shall only apply if there is be in a Restricted Global Note, Temporary Regulation S Global Note principal amount of $1.00 or Regulation S Unrestricted Global Note, as the case may bean integral multiple thereof.
Appears in 1 contract
Sources: Indenture (Paragon Trade Brands Inc)
Global Notes. This Section 2.07(c(a) shall apply With respect to Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered the Notes issuable in the name of the Depository designated for such Global Note whole or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by in part as one or more Global Notes, the Corporation shall cause to be kept by and at the principal offices of the Note Trustee in Montreal, Québec or Toronto, Ontario and by the Note Trustee or such other registrar as the Corporation, with the approval of the Note Trustee, may appoint at such other place or places, if any, as the Corporation may designate with the approval of the Note Trustee, a register in which shall be entered the name and address of the holder of each such Global Note (being the Depository, or its nominee, for such Global Note) as holder thereof and particulars of the Global Note held by it, and of all transfers thereof. If the Notes may be Restricted are at any time not Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global the provisions of Section 3.1 shall govern with respect to registrations and transfers of such Notes, or any combination thereof.
(iib) Notwithstanding any other provision in of this Indenture, no a Global Note may not be exchanged transferred by the registered holder thereof and accordingly, no definitive certificates shall be issued to Beneficial Holders except in whole the following circumstances or as otherwise specified in part for Senior Secured a resolution of the Board of Directors or an Officer’s Certificate relating to the Notes:
(i) Global Notes registered, and no transfer may be transferred by a Depository to a nominee of such Depository or by a nominee of a Depository to such Depository or to another nominee of such Depository or by a Depository or its nominee to a successor Depository or its nominee;
(ii) Global Note in whole or in part Notes may be made, in the name of transferred at any Person other than time after (i) the Depository for such Global Note Notes or a nominee thereof unless (A) such Depository (1) the Corporation has notified the Issuer Note Trustee that it the Depository is unwilling or unable to continue as Depository for such Global Note Notes, or (2ii) has ceased the Depository ceases to be a clearing agency registered or otherwise ceases to be eligible to be a Depository under Section 2.3(b), provided in each case that at the Exchange Act, andtime of such transfer the Note Trustee and the Corporation are unable to locate a qualified successor Depository for such Global Notes;
(iii) Global Notes may be transferred at any time after the Corporation has determined, in either caseits sole discretion, a successor Depository is not appointed within 90 days thereof, (B) with the Issuer executes consent of the Note Trustee to terminate the book-entry only registration system in respect of such Global Notes and delivers has communicated such determination to the Note Trustee a Authentication Order providing in writing;
(iv) Global Notes may be transferred at any time after the Note Trustee has determined that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the Notes issued as a Global Note, provided that Beneficial Holders of the Notes representing, in the aggregate, more than 25% of the aggregate principal amount of the Notes advise the Depository in writing, through the Depository Participants, that the continuation of the book-entry only registration system for the Notes is no longer in their best interest and also provided that at the time of such transfer the Note Trustee has not waived the Event of Default pursuant to Section 7.3;
(v) Global Notes may be transferred if required by applicable law; or
(vi) Global Notes may be transferred if the book-entry only registration system ceases to exist.
(c) With respect to the Global Notes. Any Global Note exchanged , unless and until definitive certificates have been issued to Beneficial Holders of the Notes pursuant to subclause subsection 3.2(b):
(Ai) above the Corporation and the Note Trustee may deal with the Depository for all purposes (including paying interest on the Notes) as the sole holder of the Notes and the authorized representative of the Beneficial Holders;
(ii) the rights of the Beneficial Holders of the Notes shall be so exchanged exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Holders and the Depository or the Depository Participants;
(iii) the Depository will make book-entry transfers among the Depository Participants; and
(iv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the outstanding Notes, the Depository shall be deemed to be counted in whole that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders of the Notes or the Depository Participants, and not in part has delivered such instructions to the Note Trustee.
(d) Whenever a notice or other communication is required to be provided to Noteholders, unless and any Global Note exchanged until definitive certificate(s) have been issued to Beneficial Holders of the Notes pursuant to subclause (Bthis Section 3.2, the Note Trustee shall provide all such notices and communications to the Depository and the Depository shall deliver such notices and communications to such Beneficial Holders in accordance with Applicable Securities Legislation. Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 3.2(b) or (C) above may be exchanged in whole or from time with respect to time in part as directed the Notes issued hereunder, the Note Trustee shall notify all applicable Depository Participants and Beneficial Holders, through the Depository, of the availability of definitive Note certificates. Upon surrender by the Depository of the certificate(s) representing the Global Notes and receipt of new registration instructions from the Depository, the Note Trustee shall deliver the definitive Note certificates for such Global Note. Notes to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 3.1 and the remaining Sections of this Article 3.
(e) Notwithstanding any other provision provisions of this Indenture or the Notes, except as may be required by the Note Trustee or the Depository, no written orders or instructions shall be required to be delivered to the Note Trustee to effect a transfer of a beneficial interest in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery thereof in the form of a beneficial interests interest in a Restricted the same Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 1 contract
Global Notes. This Section 2.07(c) shall apply to Global Notes.
(ia) Each Global Note authenticated issued under this Indenture Agreement shall be registered in the name of the Depository designated Depositary for such Global Note or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereofAgreement.
(iib) Notwithstanding any other provision in this IndentureAgreement, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless (Ai) such Depository Depositary (1A) has notified the Issuer Note Holders that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2B) has ceased to be a clearing agency registered as such under the Exchange Act, and, and in either case, case the Depositor fails to appoint a successor Depository is not appointed Depositary within 90 days thereof, or (Bii) the Issuer Depositor executes and delivers to Table of Contents the Trustee a Authentication Order providing letter of instruction and authorization substantially in the form of Exhibit D stating that it elects to cause the issuance of the Notes in certificated form and that all Global Notes shall be exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee).
(c) If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Note Registrar, for exchange or cancellation as provided in this Article Four. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so transferable, registrable and exchangeable, surrendered for exchange or cancellation as provided in this Article Four or (Cii) there the Participated Principal Amount thereof shall have occurred and be continuing reduced or increased by an Event of Default with respect amount equal to the Global Notes. Any Global Note exchanged pursuant portion thereof to subclause (A) above shall be so exchanged or canceled, or equal to the Participated Principal Amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Note Registrar, whereupon the Trustee, in whole and not in part and accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any Global Note exchanged pursuant to subclause (B) such surrender or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such adjustment of a Global Note. Notwithstanding any other provision , the Trustee shall, as otherwise provided in this IndentureArticle Four, a Global Note to which the restriction set forth deliver any Notes issuable in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository exchange for such Global Note (or any portion thereof) to or upon the instruction of the Depositor, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Depositor shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Four if such order, direction or request is given or made in accordance with the Applicable Procedures, and the Trustee shall have directed and no transfer thereof other than such a transfer may be registeredliability to any party in connection therewith except to the extent of its own gross negligence or willful misconduct.
(iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct.
(ivd) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07Article Four or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository Depositary for such Global Note or a nominee thereof.
(ve) Notwithstanding any other provision The Depositary or its nominee, as registered owner of a Global Note, shall be the Note Holder of such Global Note for all purposes under this Indenture or of Agreement and the Senior Secured Notes, transfers and owners of beneficial interests in a Global Note of shall hold such interests pursuant to the kind described in Section 2.01 and in subclauses (B)Applicable Procedures. Accordingly, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an any such owner’s beneficial interest in a Temporary Regulation S Global Note will be shown only on, and the transfer of such interest shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes be effected only through, records maintained by the Depositary or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note its nominee or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beits Agent Members.
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