Global Notes. 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, 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 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 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct.
Appears in 3 contracts
Sources: Supplemental Indenture (Johnson Controls Inc), Supplemental Indenture (Johnson Controls Inc), Supplemental Indenture (Johnson Controls Inc)
Global Notes. Notes corresponding This Section 2.07(c) shall apply to Applicable Ownership Interests Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered in Notes that are no longer a component the name of the Corporate Units Depository designated for such Global Note or a nominee thereof and are released from the Collateral Account will be issued in permanent global form (delivered to such Depository or a “Global Note”)nominee thereof or custodian therefor, and if issued as 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 Depositary shall and such Global Notes may be The Depository Trust Company Restricted Global Notes, Temporary Regulation S Global Notes or such Regulation S Unrestricted Global Notes, or any combination thereof.
(ii) Notwithstanding any other depositary as any officer provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of the Company a Global Note in whole or in part may from time to time designate. On the date on which the Notes registered be made, in the name of any Person other than the Purchase Contract Agent pursuant to Section 2.03 are issued, Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Company shall also issue one or more Global Notes, 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository for the such Global Notes Note or if at any time the Depositary ceases (2) has ceased to be a clearing agency registered under the Exchange Act, and the Company has and, in either case, a successor Depository is not appointed a successor Depositary within 90 days of thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that notice or of its becoming aware of such cessation Global Note shall be so transferable, registrable and exchangeable, or (yC) upon recreation there shall have occurred and be continuing an Event of Corporate Units; provided that 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 certificated form so 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 the a Global Notes Note or any portion thereof shall be registered in denominations such name or names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of $1,000 transfer of, or in exchange for or in lieu of, a Global Note or any whole multiple 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 $1,000 above that amount and be a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of like aggregate principal amount and tenor as the portion this Indenture or of the Global Note to be exchanged. Except as provided aboveSenior Secured Notes, owners transfers of beneficial interest interests in a Global Note will not of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be entitled to receive physical delivery made only in accordance with this clause (v), and all transfers of Notes an interest in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such a Temporary Regulation S Global Note is exchanged 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 certificated form, Global Notes may be transferredto Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, 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 Temporary Regulation S Global Note that or Regulation S Unrestricted Global Note shall only apply if there is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the Depositary shall directcase may be.
Appears in 3 contracts
Sources: Indenture (Ormat Technologies, Inc.), Indenture (Ormat Technologies, Inc.), Indenture (Ormat Technologies, Inc.)
Global Notes. Initial Notes corresponding initially resold pursuant to Applicable Ownership Interests Rule 144A shall be issued initially in the form of one or more permanent Global Notes that are no longer in registered form (collectively, the “Rule 144A Global Note”) with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture (collectively, the “Regulation S Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(c) hereof, beneficial ownership interest in a component Regulation S Global Note shall be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Corporate Units Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note are released from 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 Collateral Account will Securities Act and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements described in Section 2.4 and, subject to Section 2.4 hereof, Initial Notes transferred subsequent to the initial resale thereof to IAIs shall be issued initially in the form of one or more permanent global securities in registered form (a collectively, the “IAI Global Note”), in each case without interest coupons and if issued as one or more Global Noteswith the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On purchasers of the date on which Initial Notes represented thereby with the Notes Custodian, and 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 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 applicable Depositary or a nominee of the applicable Depositary, or to a successor Depositary selected or approved duly executed by the Company Issuer and authenticated by the Trustee or to a nominee of such successor Depositarythe Authentication Agent as provided in the Indenture. Any The Rule 144A Global Note, IAI Global Note that is exchangeable pursuant and Regulation S Global Note are collectively referred to clause (x) herein as “Global Notes.” The aggregate principal amount of the fourth sentence Global Notes may from time to time be increased or decreased by adjustments made on the records of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names the Trustee and the applicable Depositary or its nominee as the Depositary shall directhereinafter provided.
Appears in 3 contracts
Sources: Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp)
Global Notes. Any Notes corresponding to Applicable Ownership subsequently issued in global form, without interest coupons, shall be substantially in the form of Exhibits A2-A4 attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in Notes that are no longer a component the Global Note" attached thereto).
(i) Following the Issue Date and the exchange of the Corporate Units and are released from Restricted Definitive Notes for Global Notes in the Collateral Account will manner set forth herein, the Notes resold or otherwise transferred to QIBs in reliance on Rule 144A shall be issued in permanent global the form (a “Global Note”), and if issued as of one or more 144A Global Notes, the Depositary which shall be The deposited with, or on behalf of, the Depository Trust Company or such other depositary as any officer will remain in the custody of the Company Trustee, as custodian, pursuant to an agreement between the Depository and the Trustee.
(ii) Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, the Notes resold or otherwise transferred in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Notes, which shall be deposited with, or on behalf of, the Trustee as custodian for the Depository.
(iii) Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, Notes resold or otherwise transferred to Institutional Accredited Investors, may be exchanged for a separate note in registered form, without interest coupons (the "IAI Global Note"), which will be deposited with, or on behalf of, a custodian for the Depository, as described in (i) and (ii) above.
(iv) Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, Unrestricted Global Notes shall be issued in accordance with Sections 2.06(b)(vi), 2.06(d)(ii) and 2.06(d)(iii) and shall be deposited, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided.
(v) Notes issued in definitive form shall be substantially in the form of Exhibit A-1 and A-4 attached hereto (without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such 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 designatebe reduced or increased, as appropriate, to reflect exchanges and redemptions. On Any endorsement of a Global Note to reflect the date on which the Notes registered amount of any increase or decrease in the name aggregate principal amount 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 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 other case where the Collateral Agent releases outstanding Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation represented thereby shall be made on the Schedule of Increases and Decreases in Note on the Global Notes held by the Depositary. Notes represented Trustee or the custodian, at the direction of the Trustee, in accordance with instructions given by the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue holder thereof as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 required by the Company or to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct2.06 hereof.
Appears in 3 contracts
Sources: Indenture (Harbinger Capital Partners Master Fund I, Ltd.), Indenture (Harbinger Capital Partners Master Fund I, Ltd.), Indenture (Harbinger Capital Partners Master Fund I, Ltd.)
Global Notes. (a) With respect to Notes corresponding to Applicable Ownership Interests issuable as or represented by, in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued whole or in permanent global form (a “Global Note”)part, and if issued as one or more Global Notes, the Depositary 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 The Depository Trust Company or such other depositary as any officer entered the name and address of the Company may from time to time designate. On Holder of each such Global Note (being the date on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedDepository, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, each having for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes.
(b) Notwithstanding any other provision of this Indenture, a zero principal balance. Upon Global Note may not be transferred by the creation Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of Treasury Units, any series shall be issued to Beneficial Holders except in the following circumstances or the recreation of Corporate Units or as otherwise specified in any other case where Supplemental Indenture, a resolution of the Collateral Agent releases Trustee, a Board Resolution or an Officers’ Certificate:
(i) Definitive Notes underlying may be issued to Beneficial Holders at any time after:
(A) 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 Notes in certificated form only Issuer has determined that CDS (x1) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Global Notes Notes, or if at any time the Depositary (2) ceases to be eligible to be a clearing agency registered under Depository, and, in each case the Exchange ActIssuer is unable to locate a qualified successor to its reasonable satisfaction;
(B) the Issuer has determined, and in its sole discretion, or is required by law, to terminate the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware book-entry only registration system in respect of such cessation Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or
(yC) upon recreation the Trustee has determined that an Event of Corporate Units; 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 certificated form so issued in exchange writing, through the Participants, that the continuation of the book-entry only registration system for the Global Notes shall be of such series is no longer 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, their best interests; and
(ii) Global Notes may be transferredtransferred (A) if such transfer is required by applicable law, in whole but not in part, as determined by the Issuer and any payments on the Notes shall be made, only to the Depositary or a nominee of the DepositaryCounsel, or to (B) by a successor Depositary selected or approved by the Company or 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 Depositary. Any 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 that is exchangeable pursuant to clause (x) 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 fourth sentence 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 Section 2.04 shall 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 exchangeable effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes in certificated form registered in such names as the Depositary shall directrepresented by a Global Note may do so only through a Participant.
Appears in 3 contracts
Sources: Trust Indenture (Columbia Care Inc.), Trust Indenture (Columbia Care Inc.), Trust Indenture
Global Notes. The 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 shall initially be issued in permanent global form (a “Global Note”)form. The Bank of New York Mellon, and if issued as one or more Global London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the Depositary first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be The Depository Trust exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such other depositary as any officer of series and the Company may Registrar has received a request from time to time designateEuroclear or Clearstream. On the date on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedIn such event, the Company shall also issue one or more Global Notes, 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Actexecute, and the Trustee, upon receipt of a Company has not appointed a successor Depositary within 90 days Order for the authentication and delivery of that notice or of its becoming aware certificated Securities 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 series of like aggregate principal amount tenor and tenor terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the portion beneficial holder thereof, Securities of the Global Note to be exchanged. Except as provided above, owners such series of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form like tenor and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes terms in certificated form, Global in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may be transferred, in whole but not in partconclusively rely on, and any payments on will be protected in relying on, instructions from the Notes shall be madeICSD for all purposes, only including with respect to the Depositary or a nominee registration and delivery, and the respective principal amounts, of the Depositary, or certificated Notes 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 clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directissued.
Appears in 3 contracts
Sources: Supplemental Indenture (Fidelity National Information Services, Inc.), Twelfth Supplemental Indenture (Fidelity National Information Services, Inc.), Thirteenth Supplemental Indenture (Fidelity National Information Services, Inc.)
Global Notes. (a) Provided that applicable depositary eligibility requirements are met and any requisite approval of any Governmental Agency has been obtained, upon the written election of the holders of a majority in principal amount of outstanding Subordinated Notes, the Issuer shall use its commercially reasonable efforts to provide that the Subordinated Notes corresponding to Applicable Ownership Interests in Notes owned by holders that are no longer a component of “Qualified Institutional Buyers” as defined in Rule 144A under the Corporate Units and are released from the Collateral Account will Securities Act shall be issued in permanent the form of one or more global form subordinated notes (each, a “Global Note”), and if issued as one or more Global Notes, ) registered in the Depositary shall be name of The Depository Trust Company or another organization registered as a clearing agency under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and designated as Depositary by the Issuer or any successor thereto (the “Depositary”) or a nominee thereof, and shall be delivered to such Depositary or a nominee thereof or custodian therefor.
(b) Notwithstanding any other depositary as any officer provision herein, no Global Note may be exchanged in whole or in part for Subordinated Notes registered, and no transfer of the Company a Global Note in whole or in part may from time to time designate. On the date on which the Notes registered be 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 any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary advises the Issuer in writing that such Depositary is no longer willing or able to properly discharge its nomineeresponsibilities as Depositary with respect to such Global Note, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any other case where the 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 no qualified successor is appointed by the Depositary. Notes represented Issuer within ninety (90) days of receipt by the Global Notes will be exchangeable for Notes in certificated form only Issuer of such notice, (xii) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the such Depositary ceases to be a clearing agency registered under the Exchange Act, Act and no successor is appointed by the Company has not appointed a successor Depositary Issuer within 90 ninety (90) days of that notice or of its becoming aware after obtaining knowledge of such cessation event, (iii) the Issuer elects to terminate the book-entry system through the Depositary, or (yiv) upon recreation an Event of Corporate Units; Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Issuer or its agent shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Subordinated Notes to such owners of beneficial interests requesting the same.
(c) If any Global Note is to be exchanged for other Subordinated Notes or canceled in part, or if another Subordinated 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 surrendered for exchange or cancellation as provided that in this Section 8 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 Subordinated 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 Issuer or the Registrar (as defined in Section 13 below), whereupon the Issuer or the Registrar, in accordance with the applicable rules and procedures of the Depositary (“Applicable Depositary 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 by the Depositary, accompanied by registration instructions, the Issuer shall execute and deliver any Subordinated Notes in certificated form so issued issuable in exchange for such Global Note (or any portion thereof) in accordance with the instructions of the Depositary.
(d) Every Subordinated Note executed and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Notes Note or any portion thereof shall be executed and delivered in denominations the form of, and shall be, a Global Note, unless such Subordinated Note is registered in the name of $1,000 a Person other than the Depositary for such Global Note or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor a nominee thereof.
(e) The Depositary or its nominee, as the portion registered owner of a Global Note, shall be the holder of such Global Note to be exchanged. Except as provided abovefor all purposes under this Note, and owners of beneficial interests in a Global Note shall hold such interests pursuant to Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note will not shall 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 Depositary participants. The Registrar shall be entitled to receive physical delivery deal with the Depositary for all purposes relating to a Global Note (including the payment of Notes principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole holder of the Subordinated Note and shall have no obligations to the owners of beneficial interests therein. The Registrar shall have no liability in certificated form respect of any transfers effected by the Depositary.
(f) The rights of owners of beneficial interests in a Global Note shall be exercised only through the Depositary and will not shall be considered limited to those established by law and agreements between such owners and the Holders thereof for Depositary and/or its participants.
(g) No holder of any purpose under beneficial interest in any Global Note held on its behalf by a Depositary shall have any rights with respect to such Global Note, and such Depositary may be treated by the Indenture. Unless Issuer and until any agent of the Issuer as the owner of such Global Note is exchanged for Notes in certificated formall purposes whatsoever. Neither the Issuer nor any agent of the Issuer will 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 for maintaining, Global Notes may be transferredsupervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, in whole but not in partnothing herein shall prevent the Issuer or any agent of the Issuer from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and any payments on such holders of beneficial interests, the Notes shall be made, only to operation of customary practices governing the exercise of the rights of the Depositary (or a nominee its nominee) as holder 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directany Subordinated Note.
Appears in 3 contracts
Sources: Subordinated Note Purchase Agreement (Renasant Corp), Subordinated Note Purchase Agreement (First Bancshares Inc /MS/), Subordinated Note Purchase Agreement (First Bancshares Inc /MS/)
Global Notes. 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 (a) The Global Note shall initially be issued in permanent global form (a “Global Note”), and if issued as one or more Global Notes, 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 Purchase Contract Agent pursuant Depositary or its nominee and be delivered to Section 2.03 are issued, the Company shall also issue one or more Note Custodian. So long as a Global Notes, Note is registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Unitsmembers of, or participants in, the recreation of Corporate Units or in any other case where the Collateral Depositary ("Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation Members") shall be made on the Schedule of Increases and Decreases in Note on have no rights under this Indenture with respect to the Global Notes Note held on their behalf by the Depositary. Notes represented by Depositary or the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue Trustee as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Actits custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware the Trustee as the absolute owner of such cessation 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 (yii) upon recreation impair, as between the Depositary and its Agent Members, the operation of Corporate Units; customary practices governing the exercise of the rights of a Holder.
(b) The Holder of a Global Note may grant proxies and otherwise authorize any 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 Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall 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 such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that the Notes in certificated form so issued in exchange for the each such Global Notes Note shall be in denominations a principal amount of $1,000 1.00 or any whole an integral 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directthereof.
Appears in 3 contracts
Sources: Indenture (Prime Succession Holdings Inc), Indenture (Prime Succession Holdings Inc), Indenture (Prime Succession Holdings Inc)
Global Notes. (a) The 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 each Tranche will be issued in permanent global form (represented on issue by either a “single Temporary Global Note or a single Permanent Global Note”), and if issued as one or more indicated by the relevant Final Terms. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the Depositary provisions of such Temporary Global Note. Each Permanent Global Note 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 exchangeable in accordance with its terms for Definitive Notes registered together with, where applicable, except in the name case of the Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Zero Coupon Notes, registered Coupons and, where applicable, Talons attached, in accordance with 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware provisions of such cessation or (y) upon recreation of Corporate Units; provided that the Notes in certificated form so issued in exchange for the Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in denominations the case of $1,000 a CGN) or any whole multiple common safekeeper (in the case of $1,000 above that amount a NGN) for Euroclear and be of like aggregate principal amount and tenor as Clearstream, Luxembourg in accordance with the portion provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement.
(b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be exchangedapplicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Except as provided above, owners of beneficial interest in a Each Temporary Global Note will not so executed and authenticated shall be entitled to receive physical delivery a binding and valid obligation of Notes in certificated form the Issuer and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such title thereto shall pass by delivery.
(c) Each Permanent Global Note is exchanged for Notes shall be printed or typed in certificated formthe form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Global Notes Coupons and Talons) and may be transferreda facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in whole but not the case of a Eurosystem-eligible NGN or in partthe case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, and any payments be effectuated by the common safekeeper acting on the Notes instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be made, only to the Depositary or a nominee binding and valid obligation of the Depositary, or to a successor Depositary selected or approved Issuer and title thereto shall pass by the Company or to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directdelivery.
Appears in 3 contracts
Sources: Trust Deed, Trust Deed, Trust Deed
Global Notes. (i) If the Obligor shall establish pursuant to Section 2.01(1) above that the Notes corresponding of a series or a portion thereof are 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 the form (a “Global Note”), and if issued as of one or more Global Notes, then the Depositary Obligor shall be The Depository Trust Company or such other depositary as any officer execute and upon receipt 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 issuedan Authentication Order, the Company Trustee shall also issue authenticate and make available for delivery one or more Global NotesNotes that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Notes of such series issued in such form and not yet cancelled, registered (b) shall be registered, in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Unitsdesignated for such Global Note pursuant to Section 2.04, or in the recreation name of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notesa nominee of such Depositary, an appropriate annotation (c) shall be made on deposited with the Schedule of Increases and Decreases in Note on the Global Notes held by Trustee, as Custodian for the Depositary, and (d) shall bear a legend substantially as follows (“Global Note Legend”): THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. Notes represented by UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, 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 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 INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
(ii) Each Depositary designated pursuant to Section 2.01 or 2.04 for a Global Note must, at the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that time of its designation and at all times while it is unwilling or unable to continue serves as Depositary for the Global Notes or if at any time the Depositary ceases to Depositary, be a clearing agency registered under the Exchange ActAct and any other applicable statute or regulation, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that the Notes Depositary is required to be so registered in certificated form so issued in exchange for the order to act as depositary.
(iii) Any Global Notes shall Note may be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like represented by more than one certificate. The aggregate principal amount and tenor as of each Global Note may from time to time be increased or decreased by adjustments made on the portion records of the Global Note to be exchanged. Except Registrar, 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 this 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct.
Appears in 3 contracts
Sources: Indenture (Agilent Technologies, Inc.), Indenture (Verisign Inc/Ca), Indenture (Verisign Inc/Ca)
Global Notes. Notes corresponding to Applicable Ownership Interests offered and sold in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will reliance on Regulation S shall be issued initially in permanent global the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (a the “Regulation S Global Note”), and if issued as one or more Global Notes, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with the Depository, and registered in the name of the Purchase Contract Agent pursuant Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.03 are issued2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the Company shall also issue form of one or more Global NotesNotes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depositary Depository or its nominee, each having a zero principal balance. Upon as the creation case may be, for credit to an account of Treasury UnitsDTC or Participants, or the recreation of Corporate Units or in any other case where the 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 duly executed by the Depositary. Notes represented Issuer and authenticated by the Global Notes will be exchangeable for Notes Trustee (or its agent in certificated form only (xaccordance with Section 2.02) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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 hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and tenor recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the portion case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be exchangedincreased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided. Except Notes offered and sold to the Issuer or any Subsidiary of the Issuer shall be issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided abovein Exhibit A hereto, owners of beneficial interest except as otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be transferred to interests in a Global Note will not be entitled upon transfer of such Note to receive physical delivery of Notes in certificated form and will not be considered someone other than 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 Issuer 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directSubsidiary permitted hereby.
Appears in 3 contracts
Sources: Indenture (Digicel Group LTD), Indenture (Digicel Group LTD), Indenture (Digicel Group LTD)
Global Notes. (i) Initial Notes corresponding offered and sold to Applicable Ownership QIBs in the United States of America in reliance on Rule 144A shall 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 that are no longer 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 component "Regulation S Global Note").
(ii) Upon consummation of the Corporate Units and are released from Registered Exchange Offer, the Collateral Account will Series B Notes may be issued in permanent global the form (a “Global Note”), and if issued as of one or more Global Notes, Notes with the Depositary 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 The Depository Trust Company or such other depositary as any officer 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 Company aggregate principal amount of Outstanding Notes represented thereby may from time to time designatebe reduced or increased, as appropriate, to reflect exchanges and redemptions. On Any endorsement of a Global Note to reflect the date on which the Notes registered amount of any increase or decrease in the name aggregate principal amount of Outstanding Notes represented thereby shall be made by the Purchase Contract Agent pursuant to Trustee in accordance with instructions given by the Holder thereof as required by Section 2.03 are issued2.04.
(iii) Each Global Note (a) shall be registered, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Unitsdesignated for such Global Note pursuant to Section 2.04, or in the recreation name of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notesa nominee of such Depositary, an appropriate annotation (b) shall be made on deposited with the Schedule of Increases and Decreases in Note on the Global Notes held by Trustee, as Custodian for the Depositary, and (c) shall bear a legend substantially as follows ("Global Note 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. Notes represented by 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 Global Note must, at the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that time of its designation and at all times while it is unwilling or unable to continue serves as Depositary for the Global Notes or if at any time the Depositary ceases to Depositary, be a clearing agency registered under the Exchange ActAct and any other applicable statute or regulation, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that the Notes Depositary is required to be so registered in certificated form so issued in exchange for the order to act as depositary.
(v) Any Global Notes shall Note may be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like represented by more than one certificate. The aggregate principal amount and tenor as of each Global Note may from time to time be increased or decreased by adjustments made on the portion records of the Global Note to be exchanged. Except Registrar, 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 this 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct.
Appears in 3 contracts
Sources: Indenture (Bottling Group LLC), Indenture (Bottling Group LLC), Indenture (Pepsi Bottling Group Inc)
Global Notes. (i) Notes corresponding to Applicable Ownership Interests issued in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account 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 permanent global definitive form will be substantially in the form of Exhibit A hereto (a but without the Global Note Legend thereon and without the “Schedule of Increases and Decreases in the Global Note”” attached thereto), and if issued as . 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 Depositary shall be “Regulation S Global Notes”). The Depository Trust Company or term “Global Notes” means, collectively, the Rule 144A Global Notes and the Regulation S Global Notes. Each Global Note will represent such other depositary as any officer of the Company 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 designatebe reduced or increased, as appropriate, to reflect exchanges, redemptions and the issuance of Additional Notes. On Any endorsement of a Global Note to reflect the date on which 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 registered in Custodian, at the name direction of the Purchase Contract Agent pursuant to Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.03 are issued, 2.06 or by a Company Order in connection with the Company issuance of Additional Notes as required by Section 2.02(d). The Global Notes initially shall also issue one or more Global Notes, (1) be 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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, in each case for credit to an account of an Agent Member, (2) be delivered to the Trustee as custodian for such Depositary and (3) bear the Restricted Notes Legend. Members of, or direct or Indirect Participants in, the Depositary, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to a successor any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Notes. The Depositary selected or approved may be treated by the Company, the Trustee and any agent of the Company or to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) the Trustee as the absolute owner of the fourth sentence Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary, Euroclear or Clearstream, as the Depositary shall directcase 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. Rule 144A 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 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 (a collectively, the “Regulation S Global Note”), in each case without interest coupons and if issued as one or more bearing the Global NotesNotes Legend and Restricted Notes Legend, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with the Custodian, and 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 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 duly executed by the Company Issuer and authenticated by the Trustee as provided in this Indenture. One or to more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes 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 registered in the name of the Depositary or a nominee of such successor 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. Any Beneficial ownership interests in the Regulation S Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall not be exchangeable for interests in the Rule 144A Global Note, 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 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 certificated form registered the “Schedule of Exchanges of Interests in such names 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 Depositary amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall direct.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. (a) With respect to 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 represented by Global Notes, the Depositary Issuer shall cause to be kept by the Trustee at the principal office of the Trustee in Toronto, Ontario 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 The Depository Trust Company or such other depositary as any officer entered the name and address of the Company may from time to time designate. On Holder of each Global Note (being the date on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedDepository, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, for each having Global Note) and particulars of the Global Note held by it, and of all transfers and exchanges thereof.
(b) Notwithstanding any other provision of this Indenture, a zero principal balance. Upon Global Note may not be transferred by the creation Holder thereof and no Definitive Notes shall be issued to Beneficial Holders of Treasury UnitsGlobal Notes, except in the following circumstances:
(i) Definitive Notes may be issued to Beneficial Holders of Global Notes at any time after:
(A) the Issuer has determined, or the recreation of Corporate Units or in any other case where the 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 has been notified by the Depositary. Notes represented by Depository, that the Global Notes will be exchangeable for Notes in certificated form only Depository (x1) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Global Notes or if at any time the Depositary (2) ceases to be eligible to be a clearing agency registered under the Exchange ActDepository, and in each such case the Company Issuer is unable to locate a qualified successor to its reasonable satisfaction;
(B) the Issuer has not appointed a successor Depositary within 90 days of that notice determined, in its sole discretion, or of its becoming aware is required by law, to terminate the book-entry only registration system in respect of such cessation Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or
(yC) upon recreation the Trustee has determined that an Event of Corporate UnitsDefault has occurred and is continuing with respect to Notes issued as Global Notes; provided that beneficial holders of Global Notes representing, in the aggregate, not less than 50% of the aggregate outstanding principal amount of the Notes represented by Global Notes advise the Depository in certificated form so issued in exchange writing, through the Participants, that the continuation of the book-entry only registration system for the Global Notes shall be is no longer 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, their best interests; and
(ii) Global Notes may be transferredtransferred (A) if such transfer is required by applicable law, 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 as determined by the Company 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 Depositary. Any Depository or its nominee.
(c) Upon the occurrence of one of the conditions specified in Section 3.2(b)(i) or upon a requirement arising to transfer a Global Note that is exchangeable pursuant to clause (x) a Person other than a Depository or a nominee thereof in accordance with Section 3.2(b)(ii), the Trustee shall notify all applicable Participants, through the Depository, of the fourth sentence availability of Definitive Notes. Upon surrender by the Depository of the Global Notes and receipt of new registration instructions from the Depository, the Issuer shall execute, and the Trustee shall authenticate and deliver, Definitive Notes (in a form to be agreed to by the Issuer and the Trustee) 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 3.1 and the remaining provisions of this Section 2.04 shall Article 3 applicable to Definitive Notes.
(d) It is expressly acknowledged that transfers of beneficial ownership in any Note represented by a Global Note will be exchangeable effected only (i) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note and (ii) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial holders of a Global Note who are not Participants but who desire to purchase, sell or otherwise transfer ownership interests in Notes in certificated form registered in such names as the Depositary shall directrepresented by a Global Note may do so only through a Participant.
Appears in 2 contracts
Sources: Trust Indenture, Trust Indenture
Global Notes. 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 “i) Each Global Note”), and if issued as one or more Global Notes, the Depositary Note authenticated under this Indenture 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 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 Depositary designated by the Company for such Global Note or its nomineea nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each having such Global Note shall constitute a zero principal balance. Upon the creation single Note for all purposes of Treasury Units, this Indenture.
(ii) Notwithstanding any other provisions of this Indenture or the recreation of Corporate Units Notes, a Global Note shall not be exchanged in whole or in part for a Note registered in the name of any Person other case where than the Collateral Agent releases Depositary or one or more nominees thereof, provided that a Global Note may be exchanged for Notes underlying registered in the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule names of Increases and Decreases in Note on the Global Notes held any Person designated by the Depositary. Notes represented by Depositary in the Global Notes will be exchangeable for Notes in certificated form only event that (xA) if the Depositary notifies has notified the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Note or if at any time the such Depositary ceases has ceased to be a “clearing agency agency” registered under the Exchange Act, and the Company has not appointed a successor Depositary is not appointed by the Company within 90 days of that notice or of days, (B) to the extent permitted by the Depositary, the Company, in its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided sole discretion, determines at any time that the Notes shall no longer be represented by Global Notes and shall inform such Depositary of such determination; or (C) there is a request by or on behalf of the Depository in certificated form accordance with its customary procedures to exchange an interest in the Global Notes for Non-global Notes. Any Global Note exchanged pursuant to clause (A) above shall be so exchanged in whole and not in part, and any Global Note exchanged pursuant to clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Note issued in exchange for the a Global Notes Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in denominations the name of $1,000 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 multiple of $1,000 above that or in part for a beneficial interest in any Global Note, in each case, as provided in Section 2.07, then either (A) such Global Note shall be so surrendered for exchange or cancellation, as provided in this Article 2, or (B) the Principal Amount thereof shall be reduced or increased by an amount and be of like aggregate principal amount and tenor as equal to the portion thereof to be so exchanged or canceled, or equal to the Principal Amount of the Global such other Note to be exchangedso 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. Except Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 2.07(c) and as otherwise provided abovein 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 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 order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) 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 2 or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Note, unless such Note is registered in the name of a Person other than the 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) The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under the Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Note will not shall be entitled to receive physical delivery shown only on, and the transfer of Notes 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 certificated form and will a Global Note shall 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 owners 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directholders thereof.
Appears in 2 contracts
Sources: Indenture (Charter Communications Inc /Mo/), Indenture (Charter Communications Inc /Mo/)
Global Notes. 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, 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 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 Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation re-creation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases and or Decreases in Note on the Global Notes held by the DepositaryDepositary and on the Pledged Note held by the Collateral Agent. Notes represented by the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies (A) has notified the Company that it is unwilling or unable to continue as Depositary depository for the Global Notes or if at any time the Depositary ceases (B) has ceased to be a clearing agency registered under the Exchange ActAct and, and in either case, a successor depository is not appointed by the Company has not appointed a successor Depositary within 90 days of that after such notice or of its becoming aware of such 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 recreation re-creation of Corporate Units; provided provided, subject to Section 2.03, 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 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 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct.
Appears in 2 contracts
Sources: Supplemental Indenture (PPL Corp), Supplemental Indenture (PPL Corp)
Global Notes. Notes corresponding issued to Applicable Ownership Interests a Depository in the form of Global Notes that are no longer a component shall be subject to the following additional provisions, unless and until Definitive Notes have been issued to Beneficial Holders pursuant to Section 3.2(b):
(a) the Trustee may deal with the Depository for all purposes as the sole holder of the Corporate Units Notes and are released from the Collateral Account will authorized representative of the Beneficial Holders of such Notes;
(b) the rights of the Beneficial Holders of such Notes shall be issued in permanent global form (a “Global Note”)exercised only through the Depository and the rights of Beneficial Holders shall be limited to those established by applicable law and agreements between the Depository and the Participants and between the Participants and Beneficial Holders, and if issued as one must be exercised through a Participant in accordance with the rules and procedures of the Depository;
(c) whenever this Indenture requires or more Global permits actions to be taken based upon instructions or directions of Holders evidencing a specified percentage of the outstanding Notes, the Depositary Depository shall be The deemed to be counted in that percentage to the extent that it has received instructions to such effect from Beneficial Holders or Participants;
(d) the Depository Trust Company or will make book-entry transfers among the direct Participants of such other depositary as any officer Depository and will receive and transmit distributions of principal, Premium (if any) and interest on the Notes to such direct Participants;
(e) the direct Participants of the Company may from time Depository shall have no rights under this Indenture or under or with respect to time designate. On the date on which any of the Notes registered in held on their behalf by such Depository, and the name Depository may be treated by the Trustee as the absolute owner 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 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 other case where the 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 Notes in certificated form only all purposes whatsoever;
(xf) if the Depositary notifies the Company that it whenever a notice or other communication is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases required to be a clearing agency registered under provided to Holders, the Exchange Act, Issuer or the Trustee shall provide such notices and communications to the Depository for delivery of such notices and communications to the Beneficial Holders in accordance with applicable securities laws and regulations and the Company has not appointed a successor Depositary within 90 days of 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 procedures of the Global Note to be exchanged. Except as provided aboveDepository; and
(g) notwithstanding any other provision of this Indenture, owners all payments in respect of beneficial interest Notes issuable in the form of or represented by 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 made to the Depositary Depository or a its nominee of the Depositary, or to a successor Depositary selected or approved for subsequent payment by the Company Depository or its nominee to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directBeneficial Holders thereof.
Appears in 2 contracts
Sources: Trust Indenture, Trust Indenture
Global Notes. Notes corresponding issued and sold pursuant to Applicable Ownership Interests an effective registration statement under the Securities Act, issued pursuant to an effective exchange offer registration statement under the Securities Act for the Company's outstanding Series B Senior Notes or issued in Notes that are no longer a component of the Corporate Units accordance with Section 2.07(b)(iii) and are released from the Collateral Account will 2.07(e), shall be issued in permanent global the form of Unrestricted Global Notes and deposited with Citibank N.A., London, as custodian (in such capacity, the "Custodian") on behalf of DTC or with Citibank N.A., London, as common depositary (in such capacity, the "Common Depositary") on behalf of Euroclear and Clearstream, as the case may be. Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be issued initially in the form of a “144A Global Note”), and if issued as one or more Global Notes, the Depositary which shall be The Depository Trust Company or such other depositary as any officer of duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Custodian on behalf of DTC. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Global Note, which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Common Depositary on behalf of Euroclear and Clearstream. Each Global Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and shall provide that the aggregate principal amount of outstanding Notes represented thereby may from time to time designatebe reduced or increased, as appropriate, to reflect exchanges, transfers of interests therein, redemptions and repurchases in accordance with the terms of this Supplemental Indenture and the Indenture; provided that, the maximum principal amount of all Notes shall never exceed (pound)300.0 million issued and outstanding at any one time except as provided in Section 2.08. On Any endorsement of the date on which Schedule to a Global Note to reflect the Notes registered amount of any increase or decrease in the name principal amount 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 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 other case where the Collateral Agent releases outstanding Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation represented thereby 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 Notes Registrar in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Actaccordance with Sections 2.07, 3.07, 3.08, 4.14 and the Company has not appointed a successor Depositary within 90 days of 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 exchanged4.16 hereof. Except as provided aboveset forth in Section 2.07(a) hereof, 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 and 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in relevant Depositary on whose behalf such names as the Depositary shall directnote is held.
Appears in 2 contracts
Sources: Supplemental Indenture (Mt Veeder Corp), Supplemental Indenture (Candanaigua B V)
Global Notes. Notes corresponding to Applicable Ownership Interests offered and sold in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will reliance on Regulation S shall be issued initially in permanent global the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (a the “Regulation S Global Note”), and if issued as one or more Global Notes, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with the Depository, and registered in the name of the Purchase Contract Agent pursuant Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.03 are issued2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the Company shall also issue form of one or more Global NotesNotes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depositary Depository or its nominee, each having a zero principal balance. Upon as the creation case may be, for credit to an account of Treasury UnitsDTC or Participants, or the recreation of Corporate Units or in any other case where the 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 duly executed by the Depositary. Notes represented Issuer and authenticated by the Global Notes will be exchangeable for Notes Trustee (or its agent in certificated form only (xaccordance with Section 2.02) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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 hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and tenor recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the portion case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be exchanged. Except as provided above, owners of beneficial interest in a increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note will not be entitled to receive physical delivery of Notes and recorded 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 formSecurity Register, 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directhereinafter provided.
Appears in 2 contracts
Sources: Indenture (Digicel Group LTD), Indenture (Digicel Group LTD)
Global Notes. This Section 2(b) shall apply to any Book-Entry 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 represented by one or more Global Notes, Notes that are registered in the Depositary shall be name of The Depository Trust Company or such other another depositary as any officer of specified by the Company may from time to time designate. On Issuer (the date “Depositary”) or a nominee thereof:
(i) each Global Note representing Book-Entry Notes will be deposited with, or on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedbehalf of, the Company shall also issue one or more Global Notes, Depositary and 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 nominee thereof;
(ii) notwithstanding any other case where provisions of this Agreement or a Global Note, such Global Note shall not be transferred except as a whole by a nominee of the Collateral Agent releases Notes underlying Depositary to the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on Depositary or to another nominee of the Schedule of Increases and Decreases in Note on the Global Notes held Depositary or by the Depositary. Notes represented by the Global Notes will be exchangeable for Notes in certificated form only (x) if Depositary or such nominee to a successor of the Depositary notifies or a nominee of such successor. A Global Note may be exchanged for a Certificated Note in the Company event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases has ceased to be a “clearing agency agency” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has a successor depositary is not appointed a successor Depositary by the Issuer within 90 sixty (60) days thereafter, (B) an Event of that notice or of its becoming aware of such cessation Default (as defined in the Notes) has occurred and is continuing with respect to the Notes or (yC) upon recreation the Issuer, in its sole discretion, determines that all of Corporate Units; provided that the Notes in certificated form so issued in exchange for the Global Book-Entry Notes shall no longer 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 represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (C) above shall 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 so exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and while 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 that is exchangeable exchanged pursuant to clause (xB) of above may be exchanged in whole or from time to time in part as directed by the fourth sentence of this Section 2.04 Depositary;
(iii) Notes issued in exchange for a Global Note or any portion thereof shall be exchangeable for Notes in certificated form 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 names and be in such authorized denominations as the Depositary or an authorized representative thereof shall directdesignate. 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 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) neither any members of, or participants in, 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 registered in the name of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such 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. Notes corresponding Except as provided in Section 2.01(c), notes offered and sold in connection with the Offering by the Initial Purchasers to Applicable Ownership Interests QIBs in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will reliance on Rule 144A shall be issued initially in permanent global the form (a “Global Note”), and if issued as of one or more 144A Global Notes, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with the Trustee, as custodian of the Depository, and registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedDepository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A 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. Notes offered and sold in connection with the Offering by the Initial Purchasers in reliance on Regulation S, if any, shall also issue one or more be issued initially in the form of the Regulation S Temporary Global NotesNote, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of the Depositary Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent 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 the case may be, in connection with transfers of interest as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each having shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a zero principal balance. Upon Global Note to reflect the creation amount of Treasury Units, any increase or decrease in the recreation amount of Corporate Units or in any other case where the Collateral Agent releases outstanding Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation represented thereby shall be made on the Schedule of Increases and Decreases in Note on the Global Notes held by the Depositary. Notes represented Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue Holder thereof as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 required by the Company or to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct2.06 hereof.
Appears in 2 contracts
Sources: Indenture (Trico Marine Services Inc), Indenture (Trico Marine Services Inc)
Global Notes. 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 “i) Each Global Note”), and if issued as one or more Global Notes, the Depositary Note authenticated under this Indenture 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 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 Depositary designated by the Company for such Global Note or its nomineea nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each having such Global Note shall constitute a zero principal balance. Upon single Note for all purposes of this Indenture.
(ii) Except for exchanges of Global Notes for definitive, Non-global Notes at the creation sole discretion of Treasury Unitsthe Company, or the recreation of Corporate Units no Global Note may be exchanged in whole or in any other case where the 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 part for Notes registered, and no transfer of a Global Note in certificated form only (x) if whole or in part may be registered, in the name of any Person other than the Depositary notifies for such Global Note or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Note or if at any time the Depositary ceases (ii) has ceased to be a clearing agency registered as such under the Exchange ActAct or announces an intention permanently to cease business or does in fact do so or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note. In case of an event under clause (A) of the preceding sentence, and the Company has not appointed if a successor Depositary within 90 days of 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, 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 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 any authorized denominations in 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 for other Notes or canceled in certificated formwhole, 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 may be transferred, in whole but not or canceled in part, and or if another Note is to be exchanged in whole or in part for a beneficial interest in any payments on the Notes shall be madeGlobal Note, only to the Depositary or a nominee of the Depositaryin each case, or to a successor Depositary selected or approved by the Company or to a nominee of as provided in Section 2.07, then either (A) such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct.Global
Appears in 2 contracts
Sources: Indenture (Charter Communications Inc /Mo/), Indenture (Charter Communications Inc /Mo/)
Global Notes. Initial Notes corresponding initially resold pursuant to Applicable Ownership Interests Rule 144A shall be issued initially in the form of one or more permanent Global Notes that are no longer in registered form (collectively, the “Rule 144A Global Note”) with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture (collectively, the “Regulation S Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(c) hereof, beneficial ownership interest in a component Regulation S Global Note shall be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Corporate Units Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note are released from 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 Collateral Account will Securities Act and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements described in Section 2.4 and, subject to Section 2.4 hereof, Initial Notes transferred subsequent to the initial resale thereof to IAIs shall be issued initially in the form of one or more permanent global securities in registered form (a collectively, the “IAI Global Note”), in each case without interest coupons and if issued as one or more Global Noteswith the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On purchasers of the date on which Initial Notes represented thereby with the Notes Custodian, and 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 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 applicable Depositary or a nominee of the applicable Depositary, or to a successor Depositary selected or approved duly executed by the Company Issuers and authenticated by the Trustee or to a nominee of such successor Depositarythe Authentication Agent as provided in the Indenture. Any The Rule 144A Global Note, IAI Global Note that is exchangeable pursuant and Regulation S Global Note are collectively referred to clause (x) herein as “Global Notes.” The aggregate principal amount of the fourth sentence Global Notes may from time to time be increased or decreased by adjustments made on the records of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names the Trustee and the applicable Depositary or its nominee as the Depositary shall directhereinafter provided.
Appears in 2 contracts
Sources: Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp)
Global Notes. (i) If the Company shall establish pursuant to Section 2.01(1) above that the Notes corresponding of a series or a portion thereof are 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 the form (a “Global Note”), and if issued as of one or more Global Notes, 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 Purchase Contract Agent pursuant to Section 2.03 are issued, then the Company shall also issue execute and the Trustee shall, upon receipt of an Authentication Order, authenticate and make available for delivery one or more Global NotesNotes that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Notes of such series issued in such form and not yet cancelled, registered (b) shall be registered, in the name of the Depositary designated for such Global Note pursuant to Section 2.01 or its nominee, each having a zero principal balance. Upon the creation of Treasury UnitsSection 2.04, or in the recreation name of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notesa nominee of such Depositary, an appropriate annotation (c) shall be made on deposited with the Schedule of Increases and Decreases in Note on the Global Notes held by Trustee, as Custodian for the Depositary, and (d) shall bear a legend substantially as follows (“Global Note Legend”): THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. Notes represented by UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, 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 INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
(ii) Each Depositary designated pursuant to Section 2.01 or 2.04 for a Global Note must, at the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that time of its designation and at all times while it is unwilling or unable to continue serves as Depositary for the Global Notes or if at any time the Depositary ceases to Depositary, be a clearing agency registered under the Exchange ActAct and any other applicable statute or regulation, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that the Notes Depositary is required to be so registered in certificated form so issued in exchange for the order to act as depositary.
(iii) Any Global Notes shall Note may be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like represented by more than one certificate. The aggregate principal amount and tenor as of each Global Note may from time to time be increased or decreased by adjustments made on the portion records of the Global Note to be exchanged. Except Registrar, 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 this 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct.
Appears in 2 contracts
Sources: Indenture (Keysight Technologies, Inc.), Indenture (Keysight Technologies, Inc.)
Global Notes. Rule 144A 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 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 (a collectively, the “Regulation S Global Note”), in each case without interest coupons and if issued as one or more bearing the Global NotesNotes Legend and Restricted Notes Legend, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with the Custodian, and 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 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 duly executed by the Company and authenticated by the Trustee as provided in the Indenture. One or to more 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 registered in the name of the Depositary or a nominee of such successor the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs after the initial distribution. Any Beneficial ownership interests in the Regulation S Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall not be exchangeable for interests in the Rule 144A Global Note, 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 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 certificated form registered the “Schedule of Exchanges of Interests in such names 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 Depositary amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall direct.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. Rule 144A 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 shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (a collectively, the “Rule 144A Global Note”), without interest coupons and if issued as one or more bearing the Global NotesNotes Legend and the Restricted Notes Legend, the Depositary which 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 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 Depositary or its nomineea nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, each having a zero principal balanceduly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any other case where the Collateral Agent releases Regulation S Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on issued initially in the Schedule form of Increases one or more global Notes (collectively, the “Regulation S Temporary Global Note” and Decreases in together with the Regulation S Permanent Global Note on (identified below) the “Regulation S Global Note”), without interest coupons and bearing the Global Notes held by Legend and the Depositary. Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented by thereby with the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange ActCustodian, and registered in the Company has not appointed a successor Depositary within 90 days name of 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, 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 duly executed by the Company 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 to 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 such successor 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. Any Beneficial ownership interests in the Regulation S Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes in certificated form registered in such names Legend until the expiration of the 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 directbe terminated upon certification in form reasonably satisfactory to the Trustee, 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 Depositary. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The provisions of 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 beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by participants through Euroclear or Clearstream.
Appears in 2 contracts
Sources: Indenture (Domus Holdings Corp), Indenture (Domus Holdings Corp)
Global Notes. Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component (i) In the case of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a “Global Note”)Initial Notes, and if issued as one or more Global NotesNotes in fully registered form without interest coupons and bearing the Global Notes Legend (collectively, the Depositary “Global Notes”) shall be The Depository Trust Company or such other depositary as any officer of issued on the Company may from time to time designate. On the date on which Issue Date, deposited with the Notes Custodian, and registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedDepository or a nominee of the Depository, duly executed by the Issuers and authenticated by the Trustee as provided in the Indenture. In the case of Initial Notes, the Company Global Notes initially shall also issue one or more Global Notes, (i) be registered in the name of the Depositary Depository or its nominee, each having a zero principal balancethe nominee of such Depository and (ii) be delivered to the Trustee as custodian for such Depository. Upon the creation of Treasury UnitsMembers of, or direct or indirect participants in, the recreation Depository, Euroclear and Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or the Trustee as its custodian or under the Global Notes. The Depository may be treated by the Issuers, the Trustee and any agent of Corporate Units the Issuers or in any other case where the Collateral Agent releases Notes underlying Trustee as the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule absolute owner of Increases and Decreases in Note on the Global Notes held for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the DepositaryDepository, or impair, as between the Depository, Euroclear or Clearstream and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(ii) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or its respective nominees. Notes represented by Interests of beneficial owners in the Global Notes will may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes in certificated form only if (x) if in the Depositary case of Initial Notes, the Depository (a) notifies the Company Issuers that it is unwilling or unable to continue as Depositary depository for the such Global Notes Note or if at any time the Depositary ceases (b) has ceased to be a clearing agency registered under the Exchange ActAct and in each case a successor depository is not appointed, (y) the Issuers, at their option and subject to the procedures of the Depository, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes or (z) there shall have occurred and be continuing an Event of Default with respect to the Notes and a request has been made by the beneficial owners thereof for such exchange. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures.
(iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (ii) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that Issuers shall execute, and the Notes Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in certificated form so issued writing in exchange for the its beneficial interest in such Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like Note, an equal aggregate principal amount and tenor as the portion of the Definitive Notes of authorized denominations.
(iv) The holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to be exchanged. Except as provided above, owners of beneficial interest in take any action which a Global Note will not be holder is entitled to receive physical delivery of Notes in certificated form and will not be considered take under this Indenture or 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directNotes.
Appears in 2 contracts
Sources: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)
Global Notes. Notes corresponding (i) Promptly following the date that is one year after the Issue Date of any Option Notes, the Company shall use reasonable efforts to Applicable Ownership Interests effect an exchange of every beneficial interest in each Restricted Global Note for beneficial interests in Global Notes that are no longer a component do not bear any Restricted Notes Legend. To effect such mandatory exchange, the Company will (A) deliver to the Depositary an instruction letter for the Depositary’s mandatory exchange process at least 15 days prior to the date set for such mandatory exchange (or such shorter time as may be permitted by the Applicable Procedures) and (B) deliver written notice to the Trustee and the Registrar (including, without limitation, by the Company’s delivery of an Officer’s Certificate to the Trustee for removal of the Corporate Units Restricted Notes Legend and are released from the Collateral Account will be issued in permanent global form (a “Global Note”), and if issued as authentication of one or more Unrestricted Global NotesNotes (each, a “Free Transferability Certificate”) and an Opinion of Counsel to the Depositary shall effect that the Restricted Notes Legend may be removed from such Notes to be exchanged. The Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. On the first date on which the Notes registered in Trustee shall have received such Free Transferability Certificate will be known as the name “Resale Restriction Termination Date.” Immediately upon receipt of the Purchase Contract Agent pursuant to Section 2.03 are issueddocuments set forth in clause (B) above by each of the Trustee and the Registrar, the Company shall also issue one or more Global Notes, 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Actissue, and the Company has not appointed Trustee and Registrar shall authenticate and deliver a successor Depositary within 90 days of that notice Note (or of its becoming aware of such cessation or Notes) without any Restricted Notes Legend.
(yii) upon recreation of Corporate Units; provided that Prior to 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 Company’s delivery of the Free Transferability Certificate and afterwards, the Company and the Trustee will comply with the Applicable Procedures and otherwise use reasonable efforts to cause each Global Note to be exchanged. Except identified by the unrestricted CUSIP number as provided above, owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of the outstanding unrestricted Notes in certificated form and will not be considered the Holders thereof for any purpose under facilities of the Indenture. Unless and until such Global Note Depositary by the date the Free Transferability Certificate 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 delivered to the Depositary Trustee and the Registrar 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directpromptly as possible thereafter.
Appears in 2 contracts
Sources: Indenture (Gevo, Inc.), Exchange and Purchase Agreement (Gevo, Inc.)
Global Notes. Initial Notes corresponding and Additional Notes initially resold pursuant to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will Rule 144A shall be issued initially in the form of one or more permanent global notes in definitive, fully registered form (a 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 if issued as one or more Global Noteswith the global securities legend and restricted securities legend set forth in Exhibit A hereto, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On purchasers of the date on which Initial Notes represented thereby with the Notes Custodian, and registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedDepository or a nominee of the Depository, duly executed by the Company shall also issue one or more Global Notes, registered and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, owners of beneficial interest in a Temporary Regulation S Global Note will not be entitled 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 receive physical delivery the expiration of Notes the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in certificated a Rule 144A Global Note, an IAI Global Note or the Permanent Regulation S Global Note only upon certification in form and will 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 be considered the Holders thereof for any purpose require registration under the Indenture. Unless Securities Act and until such (ii) in the case of an exchange for an IAI Global Note, certification that the interest in the Temporary Regulation S Global Note is exchanged 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 an institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes in certificated form, or IAI Global Notes may be transferredexchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or 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 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 whole but 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 partconnection 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 be 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 any payments 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 Notes shall be made, only to the Depositary or a nominee records of the Depositary, Trustee and the Depository or to a successor Depositary selected or approved by the Company or to a its nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directhereinafter provided.
Appears in 2 contracts
Sources: Fifteenth Supplemental Indenture (Standard Pacific Corp /De/), Supplemental Indenture (Standard Pacific Corp /De/)
Global Notes. Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component (i) In the case of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a “Global Note”)Original Notes, and if issued as one or more Global NotesNotes in fully registered form without interest coupons and bearing the Global Notes Legend (collectively, the Depositary “Global Notes”) shall be The Depository Trust Company or such other depositary as any officer of issued on the Company may from time to time designate. On the date on which Issue Date, deposited with the Notes Custodian, and registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedDepository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. In the case of Original Notes, the Company Global Notes initially shall also issue one or more Global Notes, (i) be registered in the name of the Depositary Depository or its nomineethe nominee of such Depository, in each having a zero principal balancecase for credit to an account of an Agent Member and (ii) be delivered to the Trustee as custodian for such Depository. Upon the creation of Treasury UnitsMembers of, or direct or indirect participants in, the recreation Depository, Euroclear and Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or the Trustee as its custodian or under the Global Notes. The Depository may be treated by the Issuer, the Trustee and any agent of Corporate Units the Issuer or in any other case where the Collateral Agent releases Notes underlying Trustee as the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule absolute owner of Increases and Decreases in Note on the Global Notes held for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the DepositaryDepository, or impair, as between the Depository, Euroclear or Clearstream and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(ii) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or its respective nominees. Notes represented by Interests of beneficial owners in the Global Notes will may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes in certificated form only if (x) if in the Depositary case of Initial Notes, the Depository (a) notifies the Company Issuer that it is unwilling or unable to continue as Depositary depository for the such Global Notes Note or if at any time the Depositary ceases (b) has ceased to be a clearing agency registered under the Exchange ActAct and in each case a successor depository is not appointed, (y) the Issuer, at its option and subject to the procedures of the Depository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes or (z) there shall have occurred and be continuing an Event of Default with respect to the Notes. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures.
(iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that Issuer shall execute, and the Notes Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in certificated form so issued writing in exchange for the its beneficial interest in such Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like Note, an equal aggregate principal amount and tenor as the portion of the Definitive Notes of authorized denominations.
(iv) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to be exchanged. Except as provided above, owners of beneficial interest in take any action which a Global Note will not be Holder is entitled to receive physical delivery of Notes in certificated form and will not be considered take under this Indenture or 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directNotes.
Appears in 2 contracts
Sources: Indenture (Momentive Performance Materials Quartz, Inc.), Indenture (Momentive Performance Materials Quartz, Inc.)
Global Notes. Notes corresponding to Applicable Ownership Interests in Any Notes that are no longer a component part of the Corporate New PEPS Units and are released from the Collateral Account will be issued initially in permanent global the form (a “Global Note”), and if issued as of one or more Global Notes, Notes (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 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 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 other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases Unless and Decreases in Note on the Global Notes held by the Depositary. Notes represented by the Global Notes will be exchangeable until they are exchanged for Notes in certificated form definitive registered form, such 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 Corporation or to a nominee of such successor Clearing Agency. If at any time (xi) if the Depositary notifies the Company Corporation that it is unwilling or unable to continue as Depositary for the Global Notes or if and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time the Depositary ceases to be a clearing agency Clearing Agency registered under the Exchange Act, Act when the Depositary is required to be so registered to act as the Depositary and the Company has not appointed a no successor Depositary has been appointed within 90 days of after the Corporation learns that notice or of its becoming aware of such cessation the Depositary has ceased to be so registered, or (yiii) the Corporation, in its sole discretion, determines that it will no longer have the Notes represented by Global Notes, the Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon recreation receipt of Corporate Units; provided that a Company Order therefor, will authenticate and deliver the Notes in certificated definitive registered form so without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note or Notes in exchange for such Global Senior or Notes. Upon exchange of the Global Note or Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note or Notes shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or 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 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names and in such authorized denominations as the Depositary Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered. None of the Corporation, the Guarantor, the Trustee or 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 payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interest.
Appears in 2 contracts
Sources: Supplemental Indenture (Pp&l Capital Funding Inc), Supplemental Indenture (Pp&l Capital Funding Inc)
Global Notes. Notes corresponding to Applicable Ownership Interests offered and sold in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will reliance on Regulation S shall be issued initially in permanent global the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (a the “Regulation S Global Note”), and if issued as one or more Global Notes, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with the Depository, and registered in the name of the Purchase Contract Agent pursuant Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.03 are issued2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the Company shall also issue form of one or more Global NotesNotes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depositary Depository or its nominee, each having a zero principal balance. Upon as the creation case may be, for credit to an account of Treasury UnitsDTC or Participants, or the recreation of Corporate Units or in any other case where the 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 duly executed by the Depositary. Notes represented Issuers and authenticated by the Global Notes will be exchangeable for Notes Trustee (or its agent in certificated form only (xaccordance with Section 2.02) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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 hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and tenor recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the portion case may be, for credit to an account of DTC or Participants, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be exchangedincreased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided. Except Notes offered and sold to the Issuers or any Subsidiary of the Issuers shall be issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided abovein Exhibit A hereto, owners of beneficial interest except as otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be transferred to interests in a Global Note will not be entitled upon transfer of such Note to receive physical delivery of Notes in certificated form and will not be considered someone other than 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 Issuers 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directSubsidiary permitted hereby.
Appears in 2 contracts
Sources: Indenture (Difl Us Ii LLC), Indenture (Transact LTD)
Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, the 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 initially shall be issued in permanent global form (a “Global Note”), and if issued as represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Global Notes, ”). The Global Notes shall bear the Depositary Global Note Legend. The Global Notes initially shall (i) 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 Purchase Contract Depository or the nominee of such Depository, in each case for credit to an account of an Agent pursuant Member, (ii) be delivered to Section 2.03 are issuedthe Trustee as custodian for such Depository and (iii) bear the Restricted Notes Legend. Members of, or direct or indirect participants in, the Company Depository (collectively, the “Agent Members”) shall also issue one or more have no rights under this Indenture with respect to any Global Notes, registered in Note held on their behalf by the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury UnitsDepository, or the recreation Trustee as its custodian, or under the Global Notes. The Depository may be treated by the Issuers, the Trustee and any agent of Corporate Units the Issuers or in any other case where the Collateral Agent releases Notes underlying Trustee as the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule absolute owner of Increases and Decreases in Note on the Global Notes held for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the DepositaryDepository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(ii) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Notes represented by Interests of beneficial owners in the Global Notes will may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes in certificated form only if (x) if the Depositary Depository (1) notifies the Company Issuers that it is unwilling or unable to continue as Depositary depository for such Global Note and the Global Notes Issuers thereupon fail to appoint a successor depository or if at any time the Depositary ceases (2) has ceased to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation Act or (y) upon recreation there shall have occurred and be continuing an Event of Corporate Units; provided that the Default with respect to such Global Note and a request has been made for such exchange. In all cases, Definitive Notes in certificated form so issued delivered in exchange for the any Global Notes Note or beneficial interests therein shall be registered in denominations the names, and issued in any approved denominations, requested by or on behalf of $1,000 or any whole multiple the Depository in accordance with its customary procedures.
(iii) In connection with the transfer of $1,000 above that amount a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and be the Issuers shall execute, and, upon written order of like the Issuers signed by an Officer, 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 and tenor as the portion of the Global Definitive Notes of authorized denominations.
(iv) Any Transfer Restricted Note to be exchanged. Except as provided above, owners of beneficial delivered in exchange for an interest in a Global Note will not be pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Notes Legend.
(v) [Reserved].
(vi) The holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a holder is entitled to receive physical delivery of Notes in certificated form and will not be considered take under this Indenture or 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directNotes.
Appears in 2 contracts
Sources: Indenture (Muzak Capital, LLC), Indenture (Muzak Capital, LLC)
Global Notes. Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component (i) In the case of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a “Global Note”)Original Notes, and if issued as one or more Global NotesNotes in fully registered form without interest coupons and bearing the Global Notes Legend (collectively, the Depositary “Global Notes”) shall be The Depository Trust Company or such other depositary as any officer of issued on the Company may from time to time designate. On the date on which Issue Date, deposited with the Notes Custodian, and registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedDepository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. In the case of Original Notes, the Company Global Notes initially shall also issue one or more Global Notes, (i) be registered in the name of the Depositary Depository or its nomineethe nominee of such Depository, in each having a zero principal balancecase for credit to an account of an Agent Member and (ii) be delivered to the Trustee as custodian for such Depository. Upon the creation of Treasury UnitsMembers of, or direct or indirect participants in, the recreation Depository, Euroclear and Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or the Trustee as its custodian or under the Global Notes. The Depository may be treated by the Company, the Trustee and any agent of Corporate Units the Company or in any other case where the Collateral Agent releases Notes underlying Trustee as the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule absolute owner of Increases and Decreases in Note on the Global Notes held 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 any written certification, proxy or other authorization furnished by the DepositaryDepository, or impair, as between the Depository, Euroclear or Clearstream and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(ii) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or its respective nominees. Notes represented by Interests of beneficial owners in the Global Notes will may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes in certificated form only if (x) if in the Depositary case of Original Notes, the Depository (a) notifies the Company that it is unwilling or unable to continue as Depositary depository for the such Global Notes Note or if at any time the Depositary ceases (b) has ceased to be a clearing agency registered under the Exchange ActAct and in each case a successor depository is not appointed, (y) the Company, at its option and subject to the procedures of the Depository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes or (z) there shall have occurred and be continuing an Event of Default with respect to the Notes. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures.
(iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that shall execute, and the Notes Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in certificated form so issued writing in exchange for the its beneficial interest in such Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like Note, an equal aggregate principal amount and tenor as the portion of the Definitive Notes of authorized denominations.
(iv) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to be exchanged. Except as provided above, owners of beneficial interest in take any action which a Global Note will not be Holder is entitled to receive physical delivery of Notes in certificated form and will not be considered take under this Indenture or 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directNotes.
Appears in 2 contracts
Sources: Indenture (Momentive Performance Materials Inc.), Indenture (Momentive Performance Materials Inc.)
Global Notes. This Section 2(b) shall apply to all Book-Entry 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 represented by one or more Global Notes, Notes that are registered in the Depositary shall be name of The Depository Trust Company or such other another depositary as any officer of specified by the Company may from time to time designate. On Issuer (the date "Depositary") or a nominee thereof:
(i) each Global Note representing Book-Entry Notes will be deposited with, or on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedbehalf of, the Company shall also issue one or more Global Notes, Depositary and 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 nominee thereof; (ii) notwithstanding any other case where provisions of this Agreement or a Global Note, such Global Note shall not be transferred except as a whole by a nominee of the Collateral Agent releases Notes underlying Depositary to the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on Depositary or to another nominee of the Schedule of Increases and Decreases in Note on the Global Notes held Depositary or by the Depositary. Notes represented by the Global Notes will be exchangeable for Notes in certificated form only (x) if Depositary or such nominee to a successor of the Depositary notifies or a nominee of such successor. A Global Note may be exchanged for the Company Certificated Note in the event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases has ceased to be a "clearing agency agency" registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has a successor depositary is not appointed a successor Depositary by the Issuer within 90 60 calendar days thereafter, (B) an Event of that notice or of its becoming aware of such cessation Default has occurred and is continuing with respect to the Notes or (yC) upon recreation the Issuer, in its sole discretion, determines that all of Corporate Units; provided that the Notes in certificated form so issued in exchange for the Global Book-Entry 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 exchangeable for Certificated Notes. Any Global Note exchanged pursuant to clause (A) or (C) above shall 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 so exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and while 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 that is exchangeable exchanged pursuant to clause (xB) of above may be exchanged in whole or from time to time in part as directed by the fourth sentence of this Section 2.04 Depositary; (iii) Notes issued in exchange for a Global Note or any portion thereof shall be exchangeable for Notes in certificated form 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 names and be in such authorized denominations as the Depositary or an authorized representative thereof shall directdesignate. 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 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) neither any members of, or participants in, 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 registered in the name of the Depositary or any nominee thereof, or under any such Global Note, arid the Depositary or such 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. Notes corresponding offered and sold to Applicable Ownership Interests QIBs in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will reliance on Rule 144A shall be issued initially in permanent global the form (a “Global Note”), and if issued as one or more of Rule 144A Global Notes, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with a custodian of the Depositary, and 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 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A 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 as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company certifying as to the same matters covered in clause (i) above. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Notes. The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent 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, as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel shall be applicable to interests in the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Cedel. The Trustee shall have no obligation to notify Holders of any such procedures or to monitor or enforce compliance with the same. Except as set forth in Section 2.06 hereof, the Global Notes may be transferred, in whole and not in part, only to another 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall director its nominee.
Appears in 2 contracts
Sources: Indenture (Laralev Inc), Indenture (Crew J Operating Corp)
Global Notes. 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 “Each Global Note”), and if issued as one or more Global Notes, the Depositary Note authenticated under this Indenture 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 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 Depositary designated for such Global Note or its nomineea nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each having such Global Note shall constitute a zero principal balancesingle Note for all purposes of this Indenture. Ownership of beneficial interests in a Global Note will be limited to persons who have accounts with the Depositary (“Participants”) or persons who hold interests through such Participants. Upon the creation issuance of Treasury Unitsa Global Note, the Depositary or its custodian shall credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Note to the accounts of its Participants. Ownership of beneficial interests in a Global Note shall be shown only on, and the transfer of such ownership interests shall be effected only through, records maintained by the Depositary or its nominee (with respect to interests of Participants) or by any such Participant (with respect to interests of persons held by such Participants on their behalf). Payments, transfers, exchanges and other matters relating to beneficial interests in a Global Note may be subject to various policies and procedures adopted by the Depositary from time to time. None of the Issuer, the Guarantor, the Trustee or any of their respective agents shall have any responsibility or liability for any aspect of the Depositary’s or any Participant’s records, policies or procedures relating to, or for payments made on account of, beneficial interests in a Global Note or for any other aspect of the recreation relationship between the Depositary and its Participants, or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding any provision of Corporate Units this Indenture or any Note to the contrary, no Global Note may be exchanged in whole or in any other case where the 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 part for Notes registered, and no transfer of a Global Note in certificated form only whole or in part may be registered, in the name of any Person other than the Depositary or its nominee unless (xi) if the Depositary notifies the Company Issuer and the Guarantor that it the Depositary is unwilling or unable to continue as Depositary depositary for the a Global Notes Note or if at any time the Depositary ceases has ceased to be a clearing agency registered under the Exchange Act, qualified to act as such as required by this Indenture and the Company has Issuer or the Guarantor does not appointed appoint a successor Depositary within 90 days of that after the Issuer and the Guarantor receives such notice or of its becoming becomes aware of such cessation non-qualification or (yii) upon recreation there shall have occurred and be continuing an Event of Corporate Units; provided that Default with respect to the Notes. All definitive 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 Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders or any portion 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct. In the event and for so long as definitive Notes are not issued to any owner of a beneficial interest in a Global Note after the occurrence of one of the events set forth above, the Issuer expressly acknowledges, with respect to the right of a Holder to pursue a remedy pursuant to Section 4.7 or Section 4.8, the right of such owner to pursue such remedy with respect to the portion of the Global Note that represents such owner’s Notes as if such definitive Notes had been issued. Except in the circumstances referred to in the preceding paragraph, as long as the Depositary, or its nominee, is the registered Holder of a Global Note, the Depositary or such nominee, as the case may be, shall be considered the sole owner and Holder of such Global Note (and of the Notes represented thereby) for all purposes under this Indenture and the Notes. Except in the circumstances referred to in the preceding paragraph, owners of beneficial interests in a Global Note shall not be entitled to have such Global Note or any Notes represented thereby registered in their names, shall not receive or be entitled to receive physical delivery of definitive Notes in exchange therefor and shall not be considered the owners or Holders of such Global Note (or any Notes represented thereby) for any purpose under this Indenture or the Notes. In addition, no beneficial owner of an interest in a Global Note shall be able to transfer that interest except in accordance with the Depositary’s applicable procedures (in addition to those under this Indenture referred to herein and, if applicable, those of Euroclear and Clearstream). All payments of interest on, principal of, or Additional Amounts on, a Global Note shall be made to or to the order of the Depositary or its nominee, as the case may be, as the Holder thereof. 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 Section 2.6, Section 2.8 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Takeda Pharmaceutical Co LTD), Indenture (Takeda U.S. Financing Inc.)
Global Notes. Unless and until it is exchanged for the 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”)registered form, and if issued as one or more Global Notes, 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 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 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 other case where the 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 global Notes in certificated form only (x) if principal amount equal to the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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 all outstanding Notes ("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 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 Issuer or to a nominee of such successor Depositary. Any If at any time (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for the Global Note that Notes and no successor Depositary shall have been appointed within 90 days after such notification, (ii) the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at any time the Depositary is exchangeable pursuant required to clause (x) be so registered to act as such Depositary and no successor Depositary shall have been appointed within 90 days after the Issuer's becoming aware of the fourth sentence of this Section 2.04 Depositary's ceasing to be so registered, (iii) the Issuer, in its sole discretion, determines that the Global Notes shall be exchangeable for Notes in certificated definitive registered form or (iv) there shall have occurred and be continuing an Event of 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 principal amount of the Global Note in exchange for such Global Note. Upon exchange of the Global Note for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary shall directfor delivery to the Persons in whose 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. (a) 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 Depository or its nominee to the Security Registrar for exchange or cancellation as provided in Section 305 of the Indenture. 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 beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in Section 305 of the Indenture 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 Security Registrar, whereupon the Security Registrar, in accordance with the Applicable Procedures, shall instruct the Depository or its authorized representative to make a corresponding adjustment to Applicable Ownership Interests its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 3.02(b) and as otherwise provided in the Indenture (as amended and supplemented by this Fourth Supplemental Indenture), authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the written order of, and registered in such names as may be directed by, the Depository or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the eighth paragraph of Section 305 of the Indenture, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are no longer a component not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Corporate Units Depository 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.
(b) Every Note authenticated and are released from 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 Three or otherwise, shall be authenticated and delivered in the Collateral Account will be issued in permanent global form (of, and shall be, a “Global Note”), and if issued as one or more Global Notes, the Depositary shall be The Depository Trust Company or unless such other depositary as any officer of the Company may from time to time designate. On the date on which the Notes Note is registered in the name of a Person other than 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 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 other case where the 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 Depository for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directthereof.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Lincoln National Corp), Supplemental Indenture (Jefferson Pilot Corp)
Global Notes. 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, 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 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 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 other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases and or Decreases in Note on the Global Notes held by the DepositaryDepositary and on the Pledged Note held by the Collateral Agent. Notes represented by the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation cessation; or at the 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 provided, subject to Section 2.03, 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, 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct.
Appears in 2 contracts
Sources: Supplemental Indenture (Great Plains Energy Inc), Supplemental Indenture (Great Plains Energy Inc)
Global Notes. Notes corresponding to Applicable Ownership Interests offered and sold in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will reliance on Rule 144A shall be issued initially in permanent global the form (a “Global Note”), and if issued as of one or more Global Notes, substantially in the Depositary form of Exhibit A attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such of the aggregate principal amount of the Outstanding Notes as shall be The Depository Trust Company or such other depositary as any officer 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 Company aggregate principal amount of Outstanding Notes represented thereby may from time to time designatebe reduced or increased, as appropriate, to reflect exchanges and redemptions. On Any endorsement of a Global Note to reflect the date on which the Notes registered amount of any increase or decrease in the name aggregate principal amount of Outstanding Notes represented thereby shall be made by the Purchase Contract Agent pursuant to Trustee in accordance with instructions given by the Holder thereof as required by Section 2.03 are issued204 hereof. Each Global Note (i) shall be registered, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Unitsdesignated for such Global Note pursuant to Section 204, or in the recreation name of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notesa nominee of such Depositary, an appropriate annotation (ii) shall be made on deposited with the Schedule of Increases and Decreases in Note on the Global Notes held by Trustee, as Custodian for the Depositary, and (iii) 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. Notes represented by 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 Section 204 for a Global Note must, at the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that time of its designation and at all times while it is unwilling or unable to continue serves as Depositary for the Global Notes or if at any time the Depositary ceases to Depositary, be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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, Act and any payments on the Notes shall be made, only to the Depositary other applicable statute 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directregulation.
Appears in 2 contracts
Sources: Indenture (Pepsi Bottling Group Inc), Indenture (Pepsi Bottling Group Inc)
Global Notes. Rule 144A 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 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 (a collectively, the “Regulation S Global Note”), in each case without interest coupons and if issued as one or more bearing the Global NotesNotes Legend and Restricted Notes Legend, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with the Custodian, and 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 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Notes offered and sold to IAIs shall be issued initially in the form of one or to a nominee of such successor Depositarymore IAI Global Notes, substantially in the form set forth in Exhibit A, deposited with the Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Global Notes Legend and Restricted Notes Legend. Any Beneficial ownership interests in the Regulation S Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall not be exchangeable for interests in the Rule 144A Global Note, 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 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 certificated form registered the “Schedule of Exchanges of Interests in such names 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 Depositary amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall direct.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. (i) Dollar Notes corresponding to Applicable Ownership issued in global form shall be substantially in the form of Exhibit A-1 hereto, including the Dollar Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Dollar Notes that are no longer a component issued in definitive form shall be substantially in the form of Exhibit A-1 hereto, but without the Dollar Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Dollar Global Note shall represent such of the Corporate Units and are released from outstanding Dollar Notes as shall be specified in the Collateral Account will be issued “Schedule of Exchanges of Interests in permanent global form (a “the Global Note”), ” attached thereto and if issued as one or more Global Notes, each shall provide that it shall represent up to the Depositary shall be The Depository Trust Company or such other depositary as any officer aggregate principal amount of Dollar Notes from time to time endorsed thereon and that the Company aggregate principal amount of outstanding Dollar Notes represented thereby may from time to time designatebe reduced or increased, as applicable, to reflect exchanges and redemptions. On Any endorsement of a Dollar Global Note to reflect the date on which the Notes registered amount of any increase or decrease in the name aggregate principal amount 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 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 other case where the Collateral Agent releases outstanding Dollar Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation represented thereby shall be made on 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 hereof.
(ii) Euro Notes issued in global form shall be substantially in the form of Exhibit A-2 hereto, including the Euro Global Note Legend thereon and the “Schedule of Increases and Decreases Exchanges of Interests in Note on the Global Note” attached thereto. Euro Notes held by issued in definitive form shall be substantially in the Depositary. Notes represented by form of Exhibit A-2 hereto, but without the Euro Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Euro Global Note shall represent such of the outstanding Euro Notes will as shall be exchangeable for Notes specified in certificated form only (x) if the Depositary notifies “Schedule of Exchanges of Interests in the Company Global Note” attached thereto and each shall provide that it is unwilling or unable shall represent up to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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 of Euro Notes from time to time endorsed thereon and tenor that the aggregate principal amount of outstanding Euro Notes represented thereby may from time to time be reduced or increased, as the portion applicable, to reflect exchanges and redemptions. Any endorsement of the a Euro Global Note to be exchanged. Except as provided above, owners reflect the amount of beneficial interest any increase or decrease in a Global Note will not be entitled to receive physical delivery the aggregate principal amount of outstanding Euro 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 represented thereby shall be made, only to made by the Common Depositary or a nominee in accordance with the Applicable Procedures of the Euro Note Depositary, 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 clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct.
Appears in 2 contracts
Sources: Indenture (MPT Operating Partnership, L.P.), Indenture (Clarios International Inc.)
Global Notes. (i) Public 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 initially shall be issued in permanent global form (a “Global Note”), and if issued as represented by one or more Global NotesNotes in definitive, fully registered, global form without interest coupons (collectively, 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 Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more “Public Global Notes, ”). The Public Global Notes initially shall (i) be registered in the name of the Depositary or its nomineea nominee of such Depositary, in each having case for credit to an account of a zero principal balancemember of, or participant in, such Depositary (an “Agent Member”), and (ii) be delivered to the Trustee as Securities Custodian for such Depositary. Upon Members of, or direct or indirect participants in, the creation of Treasury UnitsDepositary shall have no rights under the Indenture with respect to any Public Global Note held on their behalf by the Depositary, or the recreation Trustee as its custodian, or under the Public Global Notes. The Depositary may be treated by the Company, the Trustee and any agent of Corporate Units the Company or in any other case where the Collateral Agent releases Notes underlying Trustee as the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on absolute owner of the Schedule of Increases and Decreases in Note on the Public Global Notes held 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 any written certification, proxy or other authorization furnished by the Depositary. Notes represented by , or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(ii) Transfers of Public Global Notes will shall be limited to transfer in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Public Global Notes may be transferred or exchanged for Unrestricted Definitive Notes only in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 2.2 of this Appendix. In addition, a Public Global Note shall be exchangeable for Unrestricted Definitive Notes in certificated form only if (x) if the Depositary (1) notifies the Company that it is unwilling or unable to continue as Depositary depository for such Public Global Note and the Global Notes Company thereupon fails to appoint a successor depository within 90 days or if at any time the Depositary ceases (2) has ceased to be a clearing agency registered under the Exchange Act, (y) the Company, at its option, notifies the Trustee that it elects to cause the issuance of Unrestricted Definitive Notes or (z) there shall have occurred and be continuing an Event of Default with respect to such Public Global Note and the Depositary shall have requested such exchange. In all cases, Unrestricted Definitive Notes delivered in exchange for any Public Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary in accordance with its customary procedures.
(iii) In connection with the transfer of a Public Global Note as an entirety to beneficial owners pursuant to subsection (ii) of this Section 2.1(b), such Public Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company has not appointed a successor shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depositary within 90 days of 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 writing in exchange for the its beneficial interest in such Public Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like Note, an equal aggregate principal amount and tenor as the portion of the Unrestricted Definitive Notes of authorized denominations.
(iv) The Holder of any Public Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to be exchanged. Except as provided above, owners of beneficial interest in take any action which a Global Note will not be Holder is entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose take 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 Indenture or 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directNotes.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Babcock & Wilcox Enterprises, Inc.), Supplemental Indenture (Babcock & Wilcox Enterprises, Inc.)
Global Notes. Notes corresponding to Applicable Ownership Interests offered and sold in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will reliance on Regulation S shall be issued initially in permanent global the form (a “Global Note”), and if issued as of one or more Global Notes substantially in the form of Exhibit A-1 and Exhibit A-2, respec- tively, hereto (with respect to the relevant Dollar Notes) (a “Dollar Regulation S Global Note”) or Exhibit A-3 hereto (with respect to Euro Notes) (a “Euro Regulation S Global Note” and, together with the Dollar Regulation S Global Notes, the Depositary “Regulation S Global Notes”), as applicable, with such applicable legends as are provided in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit A-3 hereto, as applicable, except as otherwise per- mitted herein. Each Dollar Regulation S Global Note shall initially be deposited on behalf of the purchas- ers of the relevant Dollar Notes represented thereby with a custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The Euro Regulation S Global Note shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On purchasers of the date on which Euro Notes represented thereby with the Notes Common Deposi- tary, and registered in the name of the Purchase Contract Agent pursuant Common Depositary or its nominee, as the case may be, for the accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the applicable Regulation S Global Note may from time to Section 2.03 are issuedtime be increased or decreased by adjustments made by the applicable Registrar on Schedule A to the applicable Regulation S Global Note and recorded in the Security Register, as hereinafter provided. The relevant Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued ini- tially in the Company shall also issue form of one or more Global NotesNotes substantially in the form of Exhibit A-1 and Exhibit A-2, respectively, hereto, with such applicable legends as are provided in Exhibit A-1 and Exhibit A-2, respec- tively, hereto, except as otherwise permitted herein (a “Dollar 144A Global Note”), which shall be depos- ited on behalf of the purchasers of the relevant Dollar Notes represented thereby with a custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, duly executed by the Issuer and au- thenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The ag- gregate principal amount of any Dollar 144A Global Note may from time to time be increased or de- creased by adjustments made by the U.S. Registrar on Schedule A to the relevant Dollar 144A Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-3 hereto, with such applicable legends as are provided in Exhibit A-3 hereto, except as otherwise permitted herein (the “Euro 144A Global Note” and, together with the Dollar 144A Global Notes, the “144A Global Notes”), which shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with the Common Depositary, and regis- tered in the name of the Common Depositary or its nominee, each having a zero principal balance. Upon as the creation case may be, for the accounts of Treasury UnitsEu- roclear and Clearstream, or the recreation of Corporate Units or in any other case where the 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 duly executed by the Depositary. Notes represented Issuer and authenticated by the Global Notes will be exchangeable for Notes Trustee (or its agent in certificated form only (xac- cordance with Section 2.02) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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 hereinafter provided. The aggregate principal amount and tenor as the portion of the Euro 144A Global Note may from time to time be exchanged. Except as provided above, owners of beneficial interest in a increased or decreased by adjustments made by the applicable Registrar on Schedule A to the Euro 144A Global Note will not be entitled to receive physical delivery of Notes and recorded 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 formSecurity Register, 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directhereinaf- ter provided.
Appears in 1 contract
Sources: Indenture
Global Notes. 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 “i) Each Global Note”), and if issued as one or more Global Notes, the Depositary Note authenticated under this Indenture 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 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 Depositary designated by the Company for such Global Note or its nomineea nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each having such Global Note shall constitute a zero principal balance. Upon single Note for all purposes of this Indenture.
(ii) Except for exchanges of Global Notes for definitive, Non-global Notes at the creation sole discretion of Treasury Unitsthe Company, or the recreation of Corporate Units no Global Note may be exchanged in whole or in any other case where the 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 part for Notes registered, and no transfer of a Global Note in certificated form only (x) if whole or in part may be registered, in the name of any Person other than the Depositary notifies for such Global Note or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Note or if at any time the Depositary ceases (ii) has ceased to be a clearing agency registered as such under the Exchange ActAct or announces an intention permanently to cease business or does in fact do so or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note. In case of an event under clause (A) 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 Company has not appointed a successor Depositary within 90 days Trustee, upon receipt of that notice or an Officers' Certificate directing the authentication and delivery of its becoming aware Notes, will authenticate and deliver, Notes in any authorized denominations in an aggregate principal amount equal to the principal amount of such cessation or (y) upon recreation of Corporate Units; provided that the Notes in certificated form so issued Global Note in exchange for the such 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 Registrar, for exchange or cancellation, as provided in denominations of $1,000 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 whole multiple of $1,000 above that amount and Global Note, in each case, as provided in Section 2.07, then either (A) such Global Note shall be of like aggregate so surrendered for exchange or cancellation, as provided in this Article 2, or (B) the principal amount and tenor as 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 the Global such other Note to be exchangedso 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. Except Upon any such surrender or adjustment of a Global Note, the Trustee shall, as provided abovein 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 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 order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) 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 2 or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Note, unless such Note is registered in the name of a Person other than the 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. 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 and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Note will not be entitled to receive physical delivery shown only on, and the transfer of Notes 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 certificated form and a Global Note 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 owners 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directholders thereof.
Appears in 1 contract
Global Notes. The Series A Notes corresponding are being offered and sold by the Company pursuant to Applicable Ownership Interests the Purchase Agreement. The Series A Notes offered and sold in Notes that are no longer a component of reliance on Rule 144A under the Corporate Units Securities Act ("Rule 144A") to QIBs, or offered and are released from sold to IAIs, both as provided in the Collateral Account Purchase Agreement, will be issued in permanent global denominations of $1,000 and integral multiples thereof on the Issue Date initially in the form (a “Global Note”), and if issued as of one or more permanent global Notes in definitive, fully registered form without interest coupons with the Global NotesNotes Legend and the Restricted Securities Legend set forth in Exhibit A hereto (each, the Depositary respectively, a "U.S. Global Note" or an "IAI Global Note") which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, initially The Depository Trust Company ("DTC"), duly executed by the Company and authenticated by the Trustee as hereinafter provided, and registered in the name of DTC or such other depositary as any officer its nominee, in each case for credit to the accounts of DTC's Direct Participants and Indirect Participants. The aggregate principal amount of the Company U.S. Global Note or the IAI Global Note, as the case may be, may from time to time designatebe increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in connection with the transfer or exchange of interests, as hereinafter provided. On The Series A Notes offered and sold in offshore transactions in reliance on Regulation S under the date Securities Act ("Regulation S"), as provided in the Purchase Agreement, will be issued in denominations of $1,000 and integral multiples thereof on which the Issue Date initially in the form of a single, temporary, global Note in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Securities Legend set forth in Exhibit A hereto (the "Regulation S Temporary Global Note"). The Regulation S Temporary Global Note will be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, initially DTC, and registered in the name of a nominee of DTC for credit to the Purchase Contract Agent pursuant accounts of Indirect Participants at the Euroclear System ("Euroclear") and Cedel Bank, societe anonyme ("CEDEL"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note may from time to Section 2.03 time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with the transfer of interests as hereinafter provided. The Applicable Procedures shall apply to interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note (as defined herein) that are issuedheld by the Holders through Euroclear or Cedel. Upon consummation of the Exchange Offer, the Company shall also issue Series B Notes may be issued in the form of one or more permanent Global NotesNotes in definitive, fully registered form without interest coupons with the Global Notes Legend but not the Restricted Securities Legend set forth in Exhibit A hereto, 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 duly executed by the Company or to a nominee and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of such successor Depositary. Any Global Note that is exchangeable pursuant Notes may from time to clause (x) time be increased or decreased by adjustments made on the records of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as Trustee and the Depositary shall director its nominee, in connection with the transfer or exchange of interests, as hereinafter provided.
Appears in 1 contract
Sources: Indenture (PPC Publishing Corp)
Global Notes. Notes corresponding issued hereunder to Applicable Ownership Interests the Depository in Notes that are no longer the form of a component Global Security shall be subject to the following additional provisions, unless and until Definitive Securities have been issued to beneficial holders of the Corporate Units Notes pursuant to Section 3.6 of the Indenture:
(1) the Trustee may deal with the Depository for all purposes as the sole holder of the Notes and are released from the Collateral Account will authorized representative of the beneficial holders of such Notes;
(2) the rights of beneficial holders of such Notes shall be issued in permanent global form exercised only through the Depository and the rights of beneficial holders shall be limited to those established by Applicable Law and agreements between the Depository and the participants of the Depository (a “Global Note”)the "Participants") and between the Participants and the beneficial holders, and if issued must be exercised through a Participant in accordance with the Applicable Procedures of the Depository;
(3) whenever the Indenture, as one amended and supplemented by this First Supplemental Indenture, requires or more Global permits actions to be taken based upon instructions or directions from Holders evidencing a specific percentage of the Outstanding Notes, the Depositary Depository shall be The deemed to be counted in that percentage to the extent that it has received instructions to such effect from beneficial holders or Participants;
(4) the Depository Trust Company or will make book-entry transfers among the direct Participants of such other depositary as any officer Depository and will receive and transmit distributions of principal, premium (if any) and interest on the Notes to such direct Participants;
(5) the direct participants of the Company may from time Depository shall have no rights under the Indenture, as amended and Supplemented by this First Supplemental Indenture, or under or with respect to time designate. On the date on which any of the Notes registered in held on their behalf by such Depository, and the name Depository may be treated by the Trustee as the absolute owner 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 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 other case where the 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 Securities representing the Notes for all purposes whatsoever;
(6) whenever a notice or other communication is required to be provided to Holders, the Corporation or the Trustee shall provide such notices and communications to the Depository for delivery of such notices and communications to beneficials holders in accordance with Applicable Securities Laws and the Applicable Procedures of the Depository. Notwithstanding Section 1.7 of the Indenture, notices may be given to the Depository for the Notes by email to any address used by such Depository for general notices, and any such notice shall be deemed to have been effectively given on the date of transmission if sent prior to 5:00 p.m. (recipient’s time) or otherwise on the next Business Day;
(7) notwithstanding any other provision of the Indenture or this First Supplemental Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Security shall be made to the Depository or its nominee for subsequent payment by the Depository or its nominee to the beneficial holders thereof;
(8) it is expressly acknowledged that transfers of beneficial ownership in any Note represented by a Global Security will be exchangeable for Notes in certificated form only effected only: (xA) if with respect to the Depositary notifies interests of Participants, through records maintained by the Company that it is unwilling Depository or unable to continue as Depositary its nominee for the Global Notes Security representing the Notes; and (B) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial holders who are not Participants but who desire to purchase, sell or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that otherwise transfer ownership interests in the Notes represented by a Global Security may do so only through a Participant; and
(9) the transfer and exchange of beneficial interests in certificated form so issued Notes represented by a Global Security shall be effected through the Depository, in accordance with the provisions of the Indenture, as amended and supplemented by this First Supplemental Indenture, the Applicable Procedures that apply to such transfer or exchange for the and Applicable Law. Transfers and exchanges of beneficial interests in Global Notes shall be in denominations of $1,000 also require compliance with either Section 1.09(9)(A) or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor Section 1.09(9)(B), 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct.applicable:
Appears in 1 contract
Global Notes. 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 “a) Each Global Note”), and if issued as one or more Global Notes, the Depositary Note authenticated ------------- under this Indenture 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 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 Depositary designated by the Company for such Global Note or its nomineea nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each having such Global Note shall constitute a zero principal balance. Upon the creation single Note for all purposes of Treasury Unitsthis Indenture.
(b) Notwithstanding any other provision in this Indenture, or the recreation of Corporate Units no Global Note may be exchanged in whole or in any other case where the 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 part for Notes registered, and no transfer of a Global Note in certificated form only (x) if whole or in part may be registered, in the name of any Person other than the Depositary notifies for such Global Note or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Note or if at any time the Depositary ceases (B) has ceased to be a clearing agency registered as such under the Exchange Act, and in either case the Company has not appointed fails to appoint a successor Depositary within 90 days Depositary, (ii) the Company executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that the Notes Note in certificated form so issued in exchange for the and that all Global Notes shall be exchanged in denominations whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee) or (iii) there shall have occurred and be continuing an Event of $1,000 Default with respect to such Global Notes.
(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 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 in part for a beneficial interest in any Global Note, then either (i) such Global Note shall 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 as otherwise provided in this Article III, authenticate and deliver any Notes issuable in exchange for such Global Notes (or any whole multiple of $1,000 above that amount portion thereof) to or upon the order of, and registered in such names as may be of like aggregate principal amount and tenor as directed by, the portion 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.
(d) 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 otherwise, shall be exchanged. Except authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as provided aboveregistered owner of a Global Note, shall be the Holder of such Global Note for all purposes under the Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's 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 partshown only on, and any payments on the Notes transfer of such interest shall be madeeffected only through, only to records maintained by the Depositary or a its 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directits Agent Members.
Appears in 1 contract
Sources: Indenture (Afc Enterprises Inc)
Global Notes. Notes corresponding to Applicable Ownership Interests in Any Notes that are no longer a component part of the Corporate New PEPS Units and are released from the Collateral Account will be issued initially in permanent global the form (a “Global Note”), and if issued as of one or more Global Notes, Notes (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 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 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 other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases Unless and Decreases in Note on the Global Notes held by the Depositary. Notes represented by the Global Notes will be exchangeable until they are exchanged for Notes in certificated form definitive registered form, such 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 Corporation or to a nominee of such successor Clearing Agency. If at any time (xi) if the Depositary notifies the Company Corporation that it is unwilling or unable to continue as Depositary for the Global Notes or if and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time the Depositary ceases to be a clearing agency Clearing Agency registered under the Exchange Act, Act when the Depositary is required to be so registered to act as the Depositary and the Company has not appointed a no successor Depositary has been appointed within 90 days of after the Corporation learns that notice or of its becoming aware of such cessation the Depositary has ceased to be so registered, or (yiii) the Corporation, in its sole discretion, determines that it will no longer have the Notes represented by Global Notes, the Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon recreation receipt of Corporate Units; provided that a Company Order therefor, will authenticate and deliver the Notes in certificated definitive registered form so without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note or Notes in exchange for such Global Senior or Notes. Upon exchange of the Global Note or Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note or Notes shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or 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 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names and in such authorized denominations as the Depositary Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered. None of the Corporation, the Guarantor, the Trustee or 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 payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interest.
Appears in 1 contract
Sources: Supplemental Indenture (PPL Electric Utilities Corp)
Global Notes. Notes corresponding to Applicable Ownership Interests offered and sold in reliance on Rule 144A shall be issued initially in the form of a U.S. Global Note, duly executed by the Issuer, endorsed by each Guarantor and authenticated by the Trustee as hereinafter provided. Notes that are no longer a component offered and sold in reliance on Regulation S shall be issued initially in the form of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a “International Global Note”), duly executed by the Issuer, endorsed by each Guarantor and if issued authenticated by the Trustee as one or more hereinafter provided. Each Global Notes, Note shall represent such of the Depositary outstanding Notes as shall be The Depository Trust Company or such other depositary as any officer 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 Company aggregate principal amount of outstanding Notes represented thereby may from time to time designatebe reduced or increased, as appropriate, by the Registrar or the Trustee to reflect exchanges, repurchases, redemptions and transfers of interests therein, in accordance with the terms of this Indenture. On the date on which The terms and provisions contained in the Notes registered in will constitute, and are hereby expressly made, a part of this Indenture and the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedIssuer, the Company Guarantors, the Trustee and the Security Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note or any Guarantee conflicts with the express provisions of this Indenture, the provisions of this Indenture shall also issue one or more Global Notes, registered govern and be controlling. Ownership of interests 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 other case where the 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 Notes limited to Participants and Indirect Participants. Book-Entry Interests in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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 Participants. The Applicable Procedures shall be applicable to Book-Entry Interests 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 exchangedNotes. Except as provided aboveset forth in Section 2.06(a) hereof, 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 and not in part, and any payments on the Notes shall be made, only to a nominee or a successor of the Depositary or a nominee of the Common Depositary, 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 clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct.
Appears in 1 contract
Global Notes. The 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 initially in permanent the form of one or more global form securities (a the “Global NoteNotes”), and if issued as one or more Global Noteswithout interest coupons, registered in the Depositary shall be name of The Depository Trust Company or such other depositary Clearing Agency as any officer of the Company Corporation 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 Depositary designate or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 they are exchanged for Notes in certificated formdefinitive registered form as described below, such Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to the Depositary Clearing Agency or a nominee of the DepositaryClearing Agency, or to a successor Depositary Clearing Agency selected or approved by the Company Corporation or to a nominee of such successor DepositaryClearing Agency. Any If at any time (i) the Clearing Agency notifies the Corporation that it is unwilling or unable to continue as a Clearing Agency for the Global Note that Notes and no successor Clearing Agency shall have been appointed within 90 days after such notification, (ii) the Clearing Agency at any time ceases to be a clearing agency registered under the Exchange Act at any time the Clearing Agency is exchangeable pursuant required to clause (x) be so registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Corporation’s becoming aware of the fourth sentence Clearing Agency’s ceasing to be so registered, (iii) an Event of this Section 2.04 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 exchangeable for 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 certificated 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 exchange of the Global Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Notes shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Notes shall be registered in such names and in such authorized denominations as the Depositary Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Notes to the Clearing Agency for delivery to the Persons in whose names such Notes are so registered.
Appears in 1 contract
Sources: Ninth Supplemental Indenture (Qwest Communications International Inc)
Global Notes. Series A Notes corresponding offered and sold to Applicable Ownership Interests (i) QIBs in Notes reliance on Rule 144A, (ii) Institutional Accredited Investors that are no longer a component not QIBs, and (iii) accredited investors as defined in Rule 501(a)(4), (5) or (6) under the Securities Act ("Accredited Investors"), shall be issued initially in the form of the Corporate Units and are released from Rule 144A Global Note which, in each case, shall be deposited on behalf of the Collateral Account will be issued in permanent global form (a “Global Note”)purchasers of the Series A Notes represented thereby with the Depositary or its nominee at its New York office, and if issued as one or more Global Notes, 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 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 Depositary or a nominee of the Depositary (the "Global Note Holder"), duly executed by Services and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A 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, each having a zero principal balanceas the case may be, in connection with transfers of interest as hereinafter provided. Upon Series A Notes offered and sold in reliance on Regulation S as provided in the creation Purchase Agreement shall be issued initially in the form of Treasury Unitsthe Regulation S Temporary Global Note and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the recreation nominee of Corporate Units the Depositary for the accounts of designated agents holding on behalf of Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel Bank") duly executed by Services and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any other case where beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Collateral Agent releases Notes underlying Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(b)(ii) hereof), and (ii) an Officers' Certificate from Services. Following the Pledged Applicable Ownership Interests termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes. Simultaneously with the authentication of Regulation S Permanent Global Notes, an appropriate annotation the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent 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, as the case may be, in connection with the transfer of interest as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interest. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made on by the Schedule Trustee or the Note Custodian, at the direction of Increases the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The provisions of the "Operating Procedures of the Euroclear System" and Decreases "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be applicable to interests in the Regulation S Temporary Global Note on and the Regulation S Permanent Global Notes that are held by the Depositary. Notes represented by the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling Holders through Euroclear or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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 exchangedCedel Bank. Except as provided aboveset forth in Section 2.06 hereof, 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 and not in part, and any payments on the Notes shall be made, only to the Depositary or a another nominee of the Depositary, Depositary 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 clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall director its nominee.
Appears in 1 contract
Sources: Indenture (Corecomm Inc)
Global Notes. Notes corresponding to Applicable Ownership Interests offered and sold in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will reliance on Rule 144A shall be issued initially in permanent global the form (a “Global Note”), and if issued as of one or more Global Notes, substantially in the Depositary form of Exhibits A and B attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such of the aggregate principal amount of the Outstanding Notes as shall be The Depository Trust Company or such other depositary as any officer 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 Company aggregate principal amount of Outstanding Notes represented thereby may from time to time designatebe reduced or increased, as appropriate, to reflect exchanges and redemptions. On Any endorsement of a Global Note to reflect the date on which the Notes registered amount of any increase or decrease in the name aggregate principal amount of Outstanding Notes represented thereby shall be made by the Purchase Contract Agent pursuant to Trustee in accordance with instructions given by the Holder thereof as required by Section 2.03 are issued204 hereof. Each Global Note (i) shall be registered, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Unitsdesignated for such Global Note pursuant to Section 204, or in the recreation name of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notesa nominee of such Depositary, an appropriate annotation (ii) shall be made on deposited with the Schedule of Increases and Decreases in Note on the Global Notes held by Trustee, as Custodian for the Depositary. Notes represented by , and (iii) shall bear a legend substantially as follows: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT 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, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY." Each Depositary designated pursuant to Section 204 for a Global Note must, at the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that time of its designation and at all times while it is unwilling or unable to continue serves as Depositary for the Global Notes or if at any time the Depositary ceases to Depositary, be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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, Act and any payments on the Notes shall be made, only to the Depositary other applicable statute 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directregulation.
Appears in 1 contract
Sources: Indenture (Pepsi Bottling Group Inc)
Global Notes. (a) Notes corresponding to Applicable Ownership issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes that are no longer a component issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the Corporate Units and are released from the Collateral Account outstanding Notes as will be issued in permanent global form (a “Global Note”), specified therein and if issued as one or more Global Notes, each will provide that it represents the Depositary shall be The Depository Trust Company or such other depositary as any officer aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Company aggregate principal amount of outstanding Notes represented thereby may from time to time designatebe reduced or increased, as appropriate, to reflect exchanges, redemptions and payments of PIK Interest. On Any endorsement of a Global Note to reflect the date on which 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 registered in Custodian, at the name direction of the Purchase Contract Agent pursuant to Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.03 are issued2.2 hereof or by the Company as provided for in Section 2.03(e) of the Indenture. Members of, or direct or indirect participants in, the Company Depository, Euroclear or Clearstream (“Agent Members”) shall also issue one have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or more under the Global Notes. The Depository may be treated by the Company, registered in the name Trustee and any agent of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, Company or the recreation Trustee as the absolute owner of Corporate Units or in any other case where the 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 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 any written certification, proxy or other authorization furnished by the DepositaryDepository or impair, as between the Depository, Euroclear or Clearstream, as the case may be, and their respective Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(b) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Notes represented by Interests of beneficial owners in the Global Notes will 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 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes in certificated form only if (i) the Depository (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary depository for such Global Note and the Global Notes Company thereupon fails to appoint a successor depository or if at any time the Depositary ceases (y) has ceased to be a clearing agency registered under the Exchange ActAct and a successor depository is not appointed, or (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Note. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested in writing by or on behalf of the Depository, in accordance with its customary procedures.
(c) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to Section 2.1(a), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that shall execute, and the Notes Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in certificated form so issued writing in exchange for the its beneficial interest in such Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like Note, an equal aggregate principal amount and tenor as the portion of the Definitive Notes of authorized denominations.
(d) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to be exchanged. Except as provided above, owners of beneficial interest in take any action which a Global Note will not be Holder is entitled to receive physical delivery of Notes in certificated form and will not be considered take under this Indenture or 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directNotes.
Appears in 1 contract
Sources: Indenture (Worldwide Recruiting & Staffing Services LLC)
Global Notes. Notes corresponding Neither the Trustee nor any Agent shall have any responsibility or obligation to Applicable Ownership Interests any beneficial owner in Notes that are no longer a component Global Note, a Participant or Indirect Participant or other Person with respect to the accuracy 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, 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 Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Notes, registered in the name records of the Depositary or its nomineenominee or of any Participant, each having a zero principal balance. Upon with respect to any ownership interest in the creation Notes or with respect to the delivery to any Participant, Indirect Participant, beneficial owner or other Person (other than the Depositary) of Treasury Units, any notice (including any notice of redemption) or the recreation payment of Corporate Units any amount, under or in any other case where with respect to such Notes. All notices and communications to be given to the Collateral Agent releases Holders and all payments to be made to Holders under the Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation and this Indenture shall be given or made on only to or upon the Schedule order of Increases and Decreases the registered holders (which shall be the Depositary or its nominee in Note on the case of the Global Notes held Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee and each Agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. Notes represented by , for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Notes will be exchangeable Note, for Notes in certificated form only (x) if any transactions between the Depositary notifies and any Participant or between or among the Company that it is unwilling Depositary, any such Participant and/or any Indirect Participant, holder or unable owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. Notwithstanding the foregoing, with respect to continue as Depositary for any Global Note, nothing herein shall prevent the Global Notes or if at any time Issuer, the Depositary ceases to be a clearing agency registered under the Exchange ActTrustee, and the Company has not appointed a successor Depositary within 90 days of 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 agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note to be exchanged. Except or shall impair, as provided above, between such Depositary and owners of beneficial interest 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 such Global Note is exchanged for Notes in certificated formNote, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to operation of customary practices governing the Depositary or a nominee exercise of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee rights of such successor Depositary. Any Depositary (or its nominee) as Holder of such Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directNote.
Appears in 1 contract
Global Notes. Notes corresponding to Applicable Ownership Interests offered and sold in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will reliance on Regulation S shall be issued initially in permanent global the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (a the “Regulation S Global Note”), and if issued as one or more Global Notes, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with the Depository, and registered in the name of the Purchase Contract Agent pursuant Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euro-clear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.03 are issued2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the Company shall also issue form of one or more Global NotesNotes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depositary Depository or its nominee, each having a zero principal balance. Upon as the creation case may be, for credit to an account of Treasury UnitsDTC or Participants, or the recreation of Corporate Units or in any other case where the 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 duly executed by the Depositary. Notes represented Issuer and authenticated by the Global Notes will be exchangeable for Notes Trustee (or its agent in certificated form only (xaccordance with Section 2.02) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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 hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and tenor recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the portion case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be exchangedincreased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided. Except Notes offered and sold to the Issuer or any Subsidiary of the Issuer shall be issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided abovein Exhibit A hereto, owners of beneficial interest except as otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be transferred to interests in a Global Note will not be entitled upon transfer of such Note to receive physical delivery of Notes in certificated form and will not be considered someone other than 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 Issuer 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directSubsidiary permitted hereby.
Appears in 1 contract
Sources: Indenture (Digicel Pacific LTD)
Global Notes. 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 (i) Any Note issued in permanent global form (exchange for a “Global Note or any portion thereof shall be a Global Note”), and if provided, however; that any such Note so issued as one or more Global Notes, 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 that is registered in the name of a Person other than the Purchase Contract Agent pursuant to Section 2.03 are issuedDepositary or a nominee thereof shall not be a Global Note. Notwithstanding any other provision of this Indenture, the Company a Global Note shall also issue one not be exchanged in whole or more Global Notes, in part for a Note registered in the name of any Person other than the Depositary or its nomineeone or more nominees thereof, each having unless
(1) the Depositary (A) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (B) ceases to be a zero principal balanceclearing agency registered under the Exchange Act, and in either case the Issuer fails to appoint a successor depositary (as described below) or
(2) there shall have occurred and be continuing an Event of Default with respect to the Notes. Upon the creation of Treasury Units, or the recreation of Corporate Units Any Global Note exchanged pursuant to clause (1) above shall be so exchanged from time to time in whole and not in part and any Global Note exchanged pursuant to clause (2) above may be exchanged from time to time in whole or in any other case where the 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 part as directed by the Depositary. Notes represented by .
(ii) The Issuer hereby designates DTC as the Depositary with respect to the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary Notes. If at any time DTC notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases DTC has ceased to be a clearing agency registered under the Exchange ActAct 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 the Trustee of such appointment. If (x) a successor depositary for such Global Note 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 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 all) Outstanding Notes issued or issuable in the form of a Global Note 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 Company has not appointed a successor Depositary within 90 days Trustee shall authenticate and deliver, definitive Notes of that notice or of its becoming aware like class, rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such cessation Global Notes. On or after the earliest date on which such interests may be so exchanged as described above, 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.
(yb) 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 names and be in such authorized denominations as the 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 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 issuable on such exchange to or upon recreation the order of Corporate Units; provided that the Notes in certificated form so issued Depositary or an authorized representative thereof. Any Note delivered in exchange for the Global Notes shall be in denominations of $1,000 Note or any whole multiple portion thereof shall, 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 $1,000 above that amount the occurrence of any of the events specified in paragraph (a) of this Section 2.6, the Issuer will promptly make available to the Trustee a reasonable supply of certificated Notes of each Class in definitive, 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 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, and the Depositary may be treated by the Issuer, the Trustee and any agent of like aggregate principal amount and tenor the Issuer or the Trustee (including, without limitation, the Servicer) as the portion absolute owner 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 formall purposes whatsoever. Notwithstanding the foregoing, Global Notes may be transferrednothing herein shall prevent the Issuer, in whole but not in partthe Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, and any payments on the Notes shall be made, only to proxy or other authorization furnished by the Depositary or a nominee impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the Depositary, rights of a Holder of any Note. With respect to any Global Note deposited on behalf of the subscribers for the Notes represented thereby with the Trustee as custodian for the Depositary for credit to their respective accounts (or to a successor Depositary selected such other accounts as they may direct) at Euroclear or approved by Clearstream, Luxembourg, the Company or to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) provisions of the fourth sentence "Operating Procedures of this Section 2.04 the Euroclear System" and the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Clearstream, Luxembourg, respectively, shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directapplicable to Global Notes.
Appears in 1 contract
Sources: Indenture and Servicing Agreement (Vornado Realty Trust)
Global Notes. (a) Unless and until it is exchanged for the 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”)registered form, and if issued as one or more Global Notes, 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 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 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 other case where the 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 global Notes in certificated form only (x) if principal amount equal to the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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 all outstanding Notes ("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 Notes") may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to the Depositary Clearing Agency or a nominee of the DepositaryClearing Agency, or to a successor Depositary Clearing Agency selected or approved by the Company or to a nominee of such successor Depositary. Any Clearing Agency.
(b) If at any (i) time the Clearing Agency notifies the Company that it is unwilling or unable to continue as a Clearing Agency for the Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such notification, (ii) the Clearing Agency at any time ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Company becoming aware of the Clearing Agency's ceasing to be so registered, (iii) the Company, in its sole discretion, determines that the Global Notes shall be so exchangeable or (iv) there shall have occurred and be continuing an Event of 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 principal amount of the Global Note that is exchangeable pursuant to clause (x) in exchange for such Global Note. Upon exchange of the fourth sentence of this Section 2.04 Global Note for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall be exchangeable for cancelled by the Trustee. Such Notes in certificated definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the Depositary Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Sources: Second Supplemental Indenture (Electronic Data Systems Corp /De/)
Global Notes. 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 “a) Each Global Note”), and if issued as one or more Global Notes, the Depositary Note authenticated under this Indenture 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 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 Depositary designated by the Company for such Global Note or its nomineea nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each having such Global Note shall constitute a zero principal balance. Upon the creation single Note for all purposes of Treasury Unitsthis Indenture.
(b) Notwithstanding any other provision in this Indenture, or the recreation of Corporate Units no Global Note may be exchanged in whole or in any other case where the 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 part for Notes registered, and no transfer of a Global Note in certificated form only (x) if whole or in part may be registered, in the name of any Person other than the Depositary notifies for such Global Note or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a successor depositary is not appointed by the Global Notes Company within 90 days, or if at any time the Depositary ceases (B) has ceased to be a clearing agency registered as such under the Exchange Act, (ii) 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 has not appointed executes and delivers to the Trustee a successor Depositary within 90 days of Company Order stating 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 all Global Notes shall be exchanged in denominations whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee). Upon the occurrence in respect of $1,000 any Global Note of any one or more of the conditions specified in clauses
(i) (ii) or (iii) 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 whole multiple portion of $1,000 above a Global Note may be exchanged for a Note that amount and be of has a like aggregate principal amount and tenor 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 in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article 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 the Global such other Note to be exchangedso 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. Except Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 3.05(b) and as otherwise provided abovein this Article Three, authenticate and make available for delivery 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 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.
(d) 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 Three, Section 10.06 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) 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, the Notes and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's 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 partshown only on, and any payments on the Notes transfer of such interest shall be madeeffected only through, only to records maintained by the Depositary or a its 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directits Agent Members.
Appears in 1 contract
Global Notes. (a) With respect to Notes corresponding to Applicable Ownership Interests issuable in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued whole or in permanent global form (a “Global Note”), and if issued part as one or more Global Notes, the Depositary Corporation shall cause to be The Depository Trust Company kept by and at the principal offices of the Trustee in Vancouver, British Columbia and Toronto, Ontario and by the Trustee or such other depositary registrar as any officer the Corporation, with the approval of the Company Trustee, may from time to time designate. On appoint at such other place or places, if any, as the date on Corporation may designate with the approval of the Trustee, a register in which the Notes registered in shall be entered the name and address of the Purchase Contract Agent pursuant to Section 2.03 are issuedholder of each such Global Note (being the Depository, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, each having for such Global Note) as holder thereof and particulars of the Global Note held by it, and of all transfers thereof.
(b) Notwithstanding any other provision of this Indenture, a zero principal balance. Upon Global Note may not be transferred by the creation 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 the following circumstances or as otherwise specified in a resolution of Treasury Unitsthe Trustee, a resolution of the Board of Directors, Officers’ Certificate or supplemental indenture:
(i) Global Notes 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 Notes may be transferred at any time after the Depository for such Global Notes (i) has notified the Trustee, or the recreation of Corporate Units or in any other case where Corporation has notified the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in NotesTrustee, 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary Depository for the such Global Notes Notes, or if at any time the Depositary (ii) ceases to be eligible to be a clearing agency registered Depository under Section 2.4(b), provided that at the Exchange Act, and time of such transfer the Company Corporation has not appointed a successor Depositary within 90 days Depository for such Global Notes;
(iii) Global Notes may be transferred at any time after the Corporation has determined, in its sole discretion, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination to the Trustee in writing;
(iv) Global Notes may be transferred at any time after the Trustee has determined that 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, unless and until definitive certificates have been issued to Beneficial Holders pursuant to subsection 3.2(b):
(i) the Corporation and the 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 shall be 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 instruction or directions of Noteholders evidencing a specified percentage of the outstanding Notes, the Depository shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders or the 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 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 its becoming aware 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 cessation or (y) upon recreation Notes will be governed by Section 3.1 and the remaining Sections of Corporate Units; this Article 3, provided that the any Definitive Notes in certificated form so that are 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 a Restricted 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 shall bear 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directU.S. Legend.
Appears in 1 contract
Sources: Indenture (Terrace Energy Corp)
Global Notes. Notes corresponding (a) Except for a transfer pursuant to Applicable Ownership Interests in Notes that are no longer the provisions of Section 2.06(b)(v) hereof, portions of a component Global Note 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, any series deposited with 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 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 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 other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation 2.02 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 Notes transferred in certificated form to the beneficial owners thereof only if such transfer complies with Section 2.06 and (xi) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Note or if at any time the such Depositary ceases to be a "clearing agency agency" registered under the Exchange Act, Act and a successor depositary is not appointed by the Company has not appointed a successor Depositary within 90 days of that notice or such notice, (ii) an Event of its becoming aware Default has occurred and is continuing with respect to the Notes of such cessation series and payment of principal thereof and interest thereon has been accelerated and the owners of beneficial interests in the Global Notes with fractional undivided interests aggregating not less than a majority interest advise the Trustee, the Company and the Depositary through Agent Members in writing that the continuation of a book-entry system through the Depositary or its successors is no longer in their best interest or (yiii) upon recreation of Corporate Units; provided the Company determines that the Notes in certificated form so issued in exchange for of such series shall no longer be represented by such Global Note.
(b) Portions of any Global Note of any series that are transferable to the Global Notes beneficial owners thereof pursuant to this Section 2.05 shall be surrendered by the Depositary to the Trustee at its New York office for registration of transfer, in denominations whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such registration of $1,000 or any whole multiple transfer of $1,000 above that amount and be each portion of like such Global Note, an equal aggregate principal amount and tenor as the of Notes of such series of authorized denominations. Any portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not whose registration is transferred pursuant to this Section 2.05 shall be entitled executed, authenticated and delivered only in the denominations, if other than as specified in Section 2.01(9), specified in the Board Resolution or indenture supplemental hereto with respect to receive physical delivery such series 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct. Any Note of any series delivered in exchange for a portion of a Rule 144A Global Note of such series shall bear the Legend regarding transfer restrictions applicable to Rule 144A Global Notes set forth on the form of Note attached as Exhibit A hereto.
(c) Subject to the provisions of Section 2.02(e) above, the registered holder of any Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Noteholder is entitled to take under this Indenture or the Notes of the applicable series.
(d) In the event of the occurrence of any of the events specified in paragraph (a) of this Section 2.05, the Company shall promptly make available to the Trustee a reasonable supply of certificated Notes of each applicable series in definitive fully registered form without interest coupons.
(e) The Global Notes of each series issued and authenticated pursuant to Section 2.02(b) (both before and after the expiration of the restricted period) and the Rule 144A Global Notes of each series shall each be assigned separate securities identification numbers.
Appears in 1 contract
Global Notes. The Notes corresponding are being offered and sold by the Issuer to Applicable Ownership Interests the Initial Purchasers pursuant to the Note Purchase Agreement. Notes offered and sold within the United States to QIBs in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will reliance on Rule 144A shall be issued initially in permanent global the form (a “Global Note”), and if issued as one or more of Rule 144A Global Notes, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with the Indenture Trustee, as custodian for the Securities Depository, and registered in the name of the Purchase Contract Agent pursuant Securities Depository or a nominee of the Securities Depository, duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. The Outstanding Note Balance of the Rule 144A Global Notes may from time to Section 2.03 are issuedtime be increased or decreased by adjustments made on the records of the Indenture Trustee and the Securities Depository or its nominee as hereinafter provided. The Indenture Trustee shall not be liable for any error or omission by the Securities Depository in making such record adjustments and the records of the Indenture Trustee shall be controlling with regard to outstanding principal amount of Notes hereunder. Notes offered and sold outside of the United States in reliance on Regulation S under the Securities Act shall initially be issued in the form of a Regulation S Temporary Global Note, which shall be deposited on behalf of the Company shall also issue one or more Global Notespurchasers of the Notes represented thereby with the Indenture Trustee, as custodian for the Securities Depository, and registered in the name of the Depositary Securities Depository or the nominee of the Securities Depository for the investors' respective accounts at Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") or Clearstream Banking société anonyme ("Clearstream"), duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. Beneficial interests in the Regulation S Temporary Global Notes may be held only through Euroclear or Clearstream. Within a reasonable period of time following the expiration of the "40-day distribution compliance period" (as defined in Regulation S), beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes upon the receipt by the Indenture Trustee of (i) a written certificate from the Securities Depository, together with copies of certificates from Euroclear and Clearstream, certifying that they have received certification of non-United States beneficial ownership of 100% of the Outstanding Note Balance of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.08(a)(ii)), and (ii) an Officer's Certificate from the Issuer. The Regulation S Permanent Global Notes will be deposited with the Indenture Trustee, as custodian, and registered in the name of a nominee of the Securities Depository. Simultaneously with the authentication of the Regulation S Permanent Global Notes, the Indenture Trustee shall cancel the Regulation S Temporary Global Note. The Outstanding Note Balance of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee and the Securities Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The Indenture Trustee shall incur no liability for any error or omission of the Securities Depository in making such record adjustments and the records of the Indenture Trustee shall be controlling with regard to outstanding principal amount of Regulation S Global Notes hereunder. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each having shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and prepayments. Any endorsement of a zero principal balance. Upon Global Note to reflect the creation amount of Treasury Units, any increase or decrease in the recreation amount of Corporate Units or in any other case where the Collateral Agent releases outstanding Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation represented thereby shall be made on by the Schedule Indenture Trustee, or by the Note Registrar at the direction of Increases the Indenture Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08. The provisions of the "Operating Procedures of the Euroclear System" and Decreases "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Clearstream shall be applicable to interests in the Regulation S Temporary Global Note on and the Regulation S Permanent Global Notes that are held by the Depositary. Notes represented by members of, or participants in, the Global Notes will be exchangeable for Notes in certificated form only Securities Depository (x"Agent Members") if the Depositary notifies the Company that it is unwilling through Euroclear or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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 exchangedClearstream. Except as provided aboveset forth in Section 2.08, 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 and not in part, and any payments on the Notes shall be made, only to the Depositary or a another nominee of the Depositary, Securities Depository 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 clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directSecurities Depository or its nominee.
Appears in 1 contract
Global Notes. Notes corresponding to Applicable Ownership Interests in Notes that are no longer (a) Portions of a component Global Note 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, any series deposited with 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 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 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 other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation 2.04 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 Notes transferred in certificated form to the beneficial owners thereof only if such transfer complies with Section 2.06 and (xi) if the Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the such Global Notes Note or if at any time the such Depositary ceases to be a “clearing agency agency” registered under the Exchange Act, Act and the Company has a successor depositary is not appointed a successor Depositary by the Issuer within 90 days of that such notice or of its becoming within 90 days after the Issuer becomes aware of such cessation cessation, (ii) an Event of Default has occurred and is continuing with respect to the Notes of such series and payment of principal thereof and interest thereon has been accelerated and the owners of beneficial interests in the Global Notes with fractional undivided interests aggregating a majority interest advise the Trustee, the Issuer and the Depositary through Agent Members in writing that the continuation of a book-entry system through the Depositary or its successors is no longer in their best interest or (yiii) upon recreation of Corporate Units; provided the Issuer determines (subject to the Applicable Procedures) that the Notes in certificated form so issued in exchange for of such series shall no longer be represented by such Global Note.
(b) A Global Note of a series, portions of which are transferable to the Global Notes beneficial owners thereof pursuant to this Section 2.05, shall be surrendered by the Depositary to the Trustee at its Corporate Trust Office for registration of transfer, in denominations whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such registration of $1,000 or any whole multiple transfer of $1,000 above that amount and be each portion of like such Global Note, an equal aggregate principal amount and tenor as the of certificated Notes of such series of authorized denominations. Any portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not whose registration is transferred pursuant to this Section 2.05 shall be entitled executed, authenticated and delivered only in the denominations, if other than as specified in Section 2.01(9), specified in the Management Committee Resolution or indenture supplemental hereto with respect to receive physical delivery such series 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct. Any Note of any series delivered in exchange for a portion of a Rule 144A Global Note or an Accredited Investor Global Note of such series shall bear the Private Placement Legend.
(c) Subject to the provisions of Section 2.04(e) above, the registered holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Noteholder is entitled to take under this Indenture or the Notes of the applicable series.
(d) In the event of the occurrence of any of the events specified in paragraph (a) of this Section 2.05, the Issuer shall promptly make available to the Trustee a reasonable supply of certificated Notes of each applicable series in definitive fully registered form without interest coupons.
(e) The Global Notes of each series issued and authenticated pursuant to the first paragraph of Section 2.04(d) (both before and after the expiration of the Restricted Period), and any Accredited Investor Global Notes of each series and the Rule 144A Global Notes of each series shall each be assigned separate securities identification numbers.
(f) None of the Issuer, the Trustee nor any agent of the Issuer or the Trustee will 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.
Appears in 1 contract
Sources: Indenture (Spectra Energy Corp.)
Global Notes. (i) Subject to subsection (e) of this Section 3.01, the 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 shall initially be issued in permanent global form as global Notes (a “Global Note”)any such Notes in global form, and if issued as one or more "Global Notes, ") and the Depositary depositary for the Global Notes shall initially be The Depository Trust Company or ("DTC"); provided that the Company reserves the right to provide for another depositary, registered as a clearing agency under the Exchange Act, to act as Depositary for the Global Notes (DTC, and any such other depositary as any officer successor depositary, the "Depositary").
(ii) Each Global Note issued hereunder shall represent such of the Company 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 designatebe reduced or increased, as appropriate, to reflect exchanges, transfers and redemptions. On Any endorsement of a Global Note to reflect the date on which the Notes registered amount of any increase or decrease in the name aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee, in accordance with instructions given by the Holder of such Global Note as required by Section 3.02 hereof. The aggregate principal amount of the Purchase Contract Agent pursuant Global Notes may from time to Section 2.03 are issued, time be increased or decreased by adjustments made on the Company shall also issue one or more Global Notes, registered in records of the name of Trustee and the Depositary or its nominee, each having a zero principal balance. Upon as the creation case may be, in connection with transfers of Treasury Units, or interest as provided herein.
(iii) The Company and the recreation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation Trustee shall be made on entitled to deal with the Schedule Depositary for all purposes of Increases the Indenture (including the payment of principal of and Decreases in Note interest on the Global Notes held by and receiving approvals, votes or consents) as the Depositary. Notes represented by sole Holder of the Global Notes will be exchangeable for Notes and shall have no obligation to the owners of a beneficial interest in certificated form only such Global Notes.
(xiv) if The rights of the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days owners of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that the Notes beneficial interests 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 exercised only through the Depositary and shall be of like aggregate principal amount limited to those established by law and tenor agreements between such owners and the Depositary and/or Participants (as hereinafter defined), and it shall be the portion responsibility of the Depositary to transmit payments of principal of and interest on the Global Note Notes to be exchanged. Except as provided abovesuch Participants; provided, owners however, that solely for the purposes of beneficial interest in a Global Note will not be entitled to receive physical delivery determining whether the Holders of the requisite amount of Notes have voted on any matter provided for in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless , the Trustee, with respect to the Global Notes, may conclusively rely on, and until such Global Note is exchanged for Notes shall be protected in certificated formrelying on, Global Notes may be transferred, any written instrument (including a proxy) delivered to the Trustee by the Depositary setting forth the beneficial owners' votes or assigning the right to vote on any matter to any other Persons either in whole but not or in part, ; and any payments on the Notes shall be made, only to the Depositary or a nominee of will also make book-entry transfers among the Depositary, 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 clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes Participants in certificated form registered in such names as the Depositary shall directaccordance with its Applicable Procedures.
Appears in 1 contract
Sources: Supplemental Indenture (Conectiv)
Global Notes. This Section 2(b) shall apply to any Book-Entry 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 represented by one or more Global Notes, Notes that are registered in the Depositary shall be name of The Depository Trust Company or such other another depositary as any officer of specified by the Company may from time to time designate. On Issuer (the date “Depositary”) or a nominee thereof:
(i) each Global Note representing Book-Entry Notes will be deposited with, or on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedbehalf of, the Company shall also issue one or more Global Notes, Depositary and 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 nominee thereof;
(ii) notwithstanding any other case where provisions of this Agreement or a Global Note, such Global Note shall not be transferred except as a whole by a nominee of the Collateral Agent releases Notes underlying Depositary to the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on Depositary or to another nominee of the Schedule of Increases and Decreases in Note on the Global Notes held Depositary or by the Depositary. Notes represented by the Global Notes will be exchangeable for Notes in certificated form only (x) if Depositary or such nominee to a successor of the Depositary notifies or a nominee of such successor. A Global Note may be exchanged for a Certificated Note in the Company event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases has ceased to be a “clearing agency agency” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has a successor depositary is not appointed a successor Depositary by the Issuer within 90 sixty (60) days thereafter, (B) an Event of that notice or of its becoming aware of such cessation Default (as defined in the Notes) has occurred and is continuing with respect to the Notes or (yC) upon recreation the Issuer, in its sole discretion, determines that all of Corporate Units; provided that the Notes in certificated form so issued in exchange for the Global Book-Entry Notes shall no longer 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 represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (C) above shall 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 so exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and while 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 that is exchangeable exchanged pursuant to clause (xB) of above may be exchanged in whole or from time to time in part as directed by the fourth sentence of this Section 2.04 Depositary;
(iii) Notes issued in exchange for a Global Note or any portion thereof shall be exchangeable for Notes in certificated form 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 names and be in such authorized denominations as the Depositary or an authorized representative thereof shall directdesignate. 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 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) neither any members of, or participants in, 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 registered in the name of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such 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. 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 “i) Each Global Note”), and if issued as one or more Global Notes, the Depositary Note authenticated under this Indenture 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 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 Depositary designated by the Company for such Global Note or its nomineea nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each having such Global Note shall constitute a zero principal balance. Upon the creation single Note for all purposes of Treasury Units, this Indenture.
(ii) Notwithstanding any other provisions of this Indenture or the recreation of Corporate Units Notes, a Global Note shall not be exchanged in whole or in part for a Note registered in the name of any Person other case where than the Collateral Agent releases Depositary or one or more nominees thereof, provided that a Global Note may be exchanged for Notes underlying registered in the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule names of Increases and Decreases in Note on the Global Notes held any Person designated by the Depositary. Notes represented by Depositary in the Global Notes will be exchangeable for Notes in certificated form only event that (xA) if the Depositary notifies has notified the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Note or if at any time the such Depositary ceases has ceased to be a "clearing agency agency" registered under the Exchange Act, and the Company has not appointed a successor Depositary is not appointed by the Company within 90 days of that notice or of days, (B) to the extent permitted by the Depositary, the Company, in its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided sole discretion, determines at any time that the Notes shall no longer be represented by Global Notes and shall inform such Depositary of such determination; or (C) there is a request by or on behalf of the Depository in certificated form accordance with its customary procedures to exchange an interest in the Global Notes for Non-global Notes. Any Global Note exchanged pursuant to clause (A) above shall be so exchanged in whole and not in part, and any Global Note exchanged pursuant to clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Note issued in exchange for the a Global Notes Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in denominations the name of $1,000 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 multiple of $1,000 above that or in part for a beneficial interest in any Global Note, in each case, as provided in Section 2.07, then either (A) such Global Note shall be so surrendered for exchange or cancellation, as provided in this Article 2, or (B) the Original Principal Amount thereof shall be reduced or increased by an amount and be of like aggregate principal amount and tenor as equal to the portion thereof to be so exchanged or canceled, or equal to the Original Principal Amount of the Global such other Note to be exchangedso 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. Except Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 2.07(c) and as otherwise provided abovein 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 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 order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) 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 2 or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Note, unless such Note is registered in the name of a Person other than the 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) The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under the Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Note will not shall be entitled to receive physical delivery shown only on, and the transfer of Notes 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 certificated form and will a Global Note shall 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 owners 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directholders thereof.
Appears in 1 contract
Global Notes. The 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 shall be issued initially in permanent global the form (a “Global Note”), and if issued as of one or more fully registered Global NotesSecurities, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company holders of the Notes represented thereby with DTC and registered in the name of Cede & Co., DTC’s nominee, duly executed by the Company, authenticated by the Trustee and with guarantees endorsed thereon as hereinafter provided. The aggregate principal amount of outstanding Notes may from time to time designatebe increased or decreased by adjustments made on the records of the Trustee and DTC or its nominee as hereinafter provided. On Initial Notes offered and sold by the date Company to QIBs in reliance on which the Notes registered exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof shall be issued initially in the name form of the Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more fully registered Global Notes, registered duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Private Placement Legend (the “Restricted Global Note”). Initial Notes offered and sold by the Company to Non-U.S. Persons in offshore transactions in reliance on Regulation S under the Securities Act shall be issued initially in the name form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Regulation S Legend (the “Regulation S Global Note”). Exchange Notes issued pursuant to the Exchange Offer (as defined in the Registration Rights Agreement) shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law, but such Global Note need not bear the Private Placement Legend or the Regulation S Legend. Notes issued after the Original Issue Date (as defined in the form of Global Note attached hereto as Exhibit A) shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear any legends required by Section 2.3(c) and any legends required by applicable law. If a beneficial interest in the Restricted Global Note or the Regulation S Global Note is to be transferred after the relevant Resale Restriction Termination Date with respect to such Note, the Registrar shall reflect on its books and records the date and (A) a decrease in the principal amount of the Depositary relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred and (B) an increase in the principal amount of a Global Note that does not bear the Private Placement Legend or the Regulation S Legend in an amount equal to the principal amount of the beneficial interest being so transferred, unless definitive notes shall have been issued in accordance with the next paragraph, in which case the beneficial interest to be transferred shall be issued in the form of one or more fully registered definitive Notes in accordance with the terms hereof. The Global Notes may not be transferred except by DTC, in whole and not in part, to another nominee of DTC or to a successor of DTC or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in If at any other case where the 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 Notes in certificated form only (x) if the Depositary time DTC notifies the Company that it DTC is unwilling or unable to continue as the Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered agency, or if the Company so elects or if there is an Event of Default under the Exchange ActNotes, then the Company shall execute, and the Trustee shall, upon receipt of a Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that the Order for authentication, authenticate and deliver, definitive Notes in certificated form so issued an aggregate principal amount equal to the principal amount of the Global Notes 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 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 formNotes, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be made, only which DTC will distribute 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directits participants.
Appears in 1 contract
Global Notes. Rule 144A 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 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 (a collectively, the “Regulation S Global Note”), in each case without interest coupons and if issued as one or more bearing the Global NotesNotes Legend and Restricted Notes Legend, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedCustodian or a nominee of the Custodian, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. One or more 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 Company shall “IAI Global Note”) may also issue one or more Global Notesbe issued on the Issue Date, deposited with the Custodian, and 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 Custodian or a nominee of the DepositaryCustodian, or to a successor Depositary selected or approved duly executed by the Company 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. The Rule 144A Global Note, the IAI 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 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 a nominee of such successor Depositaryreflect exchanges and redemptions. Any endorsement of a Global Note that is exchangeable pursuant to clause (xreflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Paying Agent or the Registrar in accordance with instructions given by the holder thereof as required by Section 2.06 of this Indenture and Section 2.2(c) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct.Appendix A.
Appears in 1 contract
Global Notes. Rule 144A 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 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 (a collectively, the “Regulation S Global Note”), in each case without interest coupons and if issued as one or more bearing the Global NotesNotes Legend and Restricted Notes Legend, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with the Custodian, and 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 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Notes offered and sold to IAIs shall be issued initially in the form of one or to a nominee of such successor Depositarymore IAI Global Notes, substantially in the form set forth in Exhibit A, deposited with the Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Global Notes Legend and Restricted Notes Legend. Any Beneficial ownership interests in the Regulation S Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall not be exchangeable for interests in the Rule 144A Global Note, 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 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 certificated form registered the “Schedule of Exchanges of Interests in such names 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 Depositary amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall direct.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. (a) 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 Depository or its nominee to the Security Registrar for exchange or cancellation as provided in Section 305 of the Indenture. 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 beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in Section 305 of the Indenture 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 Security Registrar, whereupon the Security Registrar, in accordance with the Applicable Procedures, shall instruct the Depository or its authorized representative to make a corresponding adjustment to Applicable Ownership Interests its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 3.02(b) and as otherwise provided in the Indenture (as amended and supplemented by this Third Supplemental Indenture), authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the written order of, and registered in such names as may be directed by, the Depository or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the eighth paragraph of Section 305 of the Indenture, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are no longer a component not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Corporate Units Depository 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.
(b) Every Note authenticated and are released from 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 Three or otherwise, shall be authenticated and delivered in the Collateral Account will be issued in permanent global form (of, and shall be, a “Global Note”), and if issued as one or more Global Notes, the Depositary shall be The Depository Trust Company or unless such other depositary as any officer of the Company may from time to time designate. On the date on which the Notes Note is registered in the name of a Person other than the Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one Depository for such Global Note or more Global Notes, registered in the name of the Depositary a nominee thereof.
(c) The Depository or its nominee, each having as registered owner of a zero principal balance. Upon Global Note, shall be the creation Holder of Treasury Unitssuch Global Note for all purposes under this Third Supplemental Indenture, or the recreation of Corporate Units or in any other case where Indenture and the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule and owners of Increases and Decreases beneficial interests in Note on the Global Notes held by the Depositary. Notes represented by the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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 shall hold such interests pursuant to be exchangedthe Applicable Procedures. Except as provided aboveAccordingly, owners of any such owner's 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 partshown only on, and any payments on the Notes transfer of such interest shall be madeeffected only through, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved records maintained by the Company Depository or to a its nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall director its Agent Members.
Appears in 1 contract
Sources: Third Supplemental Indenture (Lincoln National Corp)
Global Notes. The Initial Notes corresponding are being offered and sold by the Issuer pursuant to Applicable Ownership Interests in Notes that are no longer a component Purchase Agreement, dated February 21, 2018, among the Issuer, the Guarantors and Deutsche Bank Securities Inc., as representative of the Corporate Units several initial purchasers named therein. The Initial Notes and are released any Additional Notes (if issued as Restricted Notes) (the “Additional Restricted Notes”) shall be resold initially only to (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 Collateral Account will United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a permanent global Global Note substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (a the “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 may be represented by more than one certificate, if issued as one or more Global Notes, so required by DTC’s rules regarding the Depositary shall maximum principal amount to be represented by a single certificate. The Depository Trust Company or such other depositary as any officer aggregate principal amount of the Company Rule 144A Global Note 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 be increased or more Global Notes, 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 other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be decreased by adjustments made on the Schedule records of Increases the Trustee, as Securities Custodian, as hereinafter provided. Initial Notes and Decreases 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 Note substantially in the form of Annex A, 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 and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note 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 indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, 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 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 Regulation S 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. Initial Notes held and Additional Restricted Notes resold to IAIs (the “Institutional Accredited Investor Notes”) in the United States of America shall be issued in the form of 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 DepositaryIssuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. Notes The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases maximum principal amount to be represented by a clearing agency registered under 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 ActNotes exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Company has not appointed a successor Depositary within 90 days of 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 Institutional Accredited Investor Notes shall be issued in denominations the form of $1,000 or any whole multiple a permanent Global Note, substantially in the form of $1,000 above that amount 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 of like aggregate 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, the Institutional Accredited Investor Global Note and tenor the Exchange Global Note are sometimes collectively herein referred to 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directNotes.”
Appears in 1 contract
Global Notes. (a) Notes corresponding to Applicable Ownership issued in global form will be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes that are no longer a component issued in definitive form will be substantially in the form of Exhibit A (but without the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the Corporate Units and are released from the Collateral Account outstanding Notes as will be issued in permanent global form (a “Global Note”), specified therein and if issued as one or more Global Notes, each will provide that it represents the Depositary shall be The Depository Trust Company or such other depositary as any officer aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Company aggregate principal amount of outstanding Notes represented thereby may from time to time designatebe reduced or increased, as appropriate, to reflect exchanges, redemptions and payments of PIK Interest. On Any endorsement of a Global Note to reflect the date on which 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 registered in Custodian, at the name direction of the Purchase Contract Agent pursuant to Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.03 are issued2.2 hereof or by the Company as provided for in Section 2.03(e) of this Indenture. Members of, or direct or indirect participants in, the Company Depository, Euroclear or Clearstream (“Agent Members”) shall also issue one have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or more under the Global Notes. The Depository may be treated by the Company, registered in the name Trustee and any agent of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, Company or the recreation Trustee as the absolute owner of Corporate Units or in any other case where the 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 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 any written certification, proxy or other authorization furnished by the DepositaryDepository or impair, as between the Depository, Euroclear or Clearstream, as the case may be, and their respective Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(b) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Notes represented by Interests of beneficial owners in the Global Notes will 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 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes in certificated form only if (i) the Depository (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary depository for such Global Note and the Global Notes Company thereupon fails to appoint a successor depository or if at any time the Depositary ceases (y) has ceased to be a clearing agency registered under the Exchange ActAct and a successor depository is not appointed, or (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Note. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested in writing by or on behalf of the Depository, in accordance with its customary procedures.
(c) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to Section 2.1(a), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that shall execute, and the Notes Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in certificated form so issued writing in exchange for the its beneficial interest in such Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like Note, an equal aggregate principal amount and tenor as the portion of the Definitive Notes of authorized denominations.
(d) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to be exchanged. Except as provided above, owners of beneficial interest in take any action which a Global Note will not be Holder is entitled to receive physical delivery of Notes in certificated form and will not be considered take under this Indenture or 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directNotes.
Appears in 1 contract
Global Notes. Rule 144A 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 shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (a collectively, the “Rule 144A Global Note”), without interest coupons and if issued as one or more bearing the Global NotesNotes Legend and the Restricted Notes Legend, the Depositary which 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 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 Depositary or its nomineea nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, each having a zero principal balanceduly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any other case where the Collateral Agent releases Regulation S Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on issued initially in the Schedule form of Increases one or more global Notes (collectively, the “Regulation S Temporary Global Note” and Decreases in together with the Regulation S Permanent Global Note on (identified below) the “Regulation S Global Note”), without interest coupons and bearing the Global Notes held by Legend and the Depositary. Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented by thereby with the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange ActCustodian, and registered in the Company has not appointed a successor Depositary within 90 days name of 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, 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 duly executed by the Company 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 to 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 such successor 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. Any Beneficial ownership interests in the Regulation S Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall not be exchangeable for interests in the Rule ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, the IAI Global Note or any other Note without a Restricted Notes in certificated form registered in such names Legend until the expiration of the 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 directbe terminated upon certification in form reasonably satisfactory to the Trustee, 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 Depositary. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The provisions of 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 beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by participants through Euroclear or Clearstream.
Appears in 1 contract
Sources: Indenture (Realogy Corp)
Global Notes. 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 “a) Each Global Note”), and if issued as one or more Global Notes, the Depositary Note authenticated under this Indenture 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 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 Depositary designated by the Company for such Global Note or its nomineea nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each having such Global Note shall constitute a zero principal balance. Upon the creation single Note for all purposes of Treasury Unitsthis Indenture.
(b) Notwithstanding any other provision in this Indenture, or the recreation of Corporate Units no Global Note may be exchanged in whole or in any other case where the 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 part for Notes registered, and no transfer of a Global Note in certificated form only (x) if whole or in part may be registered, in the name of any Person other than the Depositary notifies for such Global Note or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Note or if at any time the Depositary ceases (B) has ceased to be a clearing agency registered as such under the Exchange Act, and in either case the Company has not appointed fails to appoint a successor Depositary within 90 days Depositary, (ii) the Company executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of 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 and that all Global Notes shall be exchanged in denominations of $1,000 whole for Securities that are not Global Notes (in which case such exchange shall be effected by the Trustee) or any whole multiple of $1,000 above that amount (iii) there shall have occurred and be continuing an Event of like aggregate Default with respect to the Note.
(c) 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, as Security Registrar, for exchange or 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 in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article Three or (ii) the principal amount and tenor as 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 the Global such other Note to be exchangedso 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. Except Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 306(c) and as otherwise provided abovein this Article Three, 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 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.
(d) 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 Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under the Indenture, the Notes and the Senior Subordinated Guarantees, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's 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 partshown only on, and any payments on the Notes transfer of such interest shall be madeeffected only through, only to records maintained by the Depositary or a its nominee or its Agent Members. SECTION 306. Registration, Registration 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directTransfer and Exchange Generally; Restrictions on Transfer and Exchange; Securities Act Legends.
Appears in 1 contract
Sources: Indenture (Hollywood Theaters Inc)
Global Notes. Notes corresponding (a) Except for a transfer pursuant to Applicable Ownership Interests in Notes that are no longer the provisions of Section 2.06(b)(v) hereof, portions of a component Global Note 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, any series deposited with 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 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 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 other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation 2.04 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 Notes transferred in certificated form to the beneficial owners thereof only if such transfer complies with Section 2.06 and (xi) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Note or if at any time the such Depositary ceases to be a “clearing agency agency” registered under the Exchange Act, Act and a successor depositary is not appointed by the Company has not appointed a successor Depositary within 90 days of that such notice or of its becoming within 90 days after the Company becomes aware of such cessation cessation, (ii) an Event of Default has occurred and is continuing with respect to the Notes of such series and payment of principal thereof and interest thereon has been accelerated and the owners of beneficial interests in the Global Notes with fractional undivided interests aggregating not less than a majority interest advise the Trustee, the Company and the Depositary through Agent Members in writing that the continuation of a book-entry system through the Depositary or its successors is no longer in their best interest or (yiii) upon recreation the Company determines (subject to the procedures of Corporate Units; provided the Depositary) that the Notes in certificated form so issued in exchange for of such series shall no longer be represented by such Global Note.
(b) A Global Note of a series, portions of which are transferable to the Global Notes beneficial owners thereof pursuant to this Section 2.05, shall be surrendered by the Depositary to the Trustee at its Corporate Trust Office for registration of transfer, in denominations whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such registration of $1,000 or any whole multiple transfer of $1,000 above that amount and be each portion of like such Global Note, an equal aggregate principal amount and tenor as the of certificated Notes of such series of authorized denominations. Any portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not whose registration is transferred pursuant to this Section 2.05 shall be entitled executed, authenticated and delivered only in the denominations, if other than as specified in Section 2.01(9), specified in the Management Committee Resolution or indenture supplemental hereto with respect to receive physical delivery such series 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct. Any Note of any series delivered in exchange for a portion of a Rule 144A Global Note of such series shall bear the Private Placement Legend.
(c) Subject to the provisions of Section 2.04(e) above, the registered holder of any Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Noteholder is entitled to take under this Indenture or the Notes of the applicable series.
(d) In the event of the occurrence of any of the events specified in paragraph (a) of this Section 2.05, the Company shall promptly make available to the Trustee a reasonable supply of certificated Notes of each applicable series in definitive fully registered form without interest coupons.
(e) The Global Notes of each series issued and authenticated pursuant to the first paragraph of Section 2.04(d) (both before and after the expiration of the Restricted Period) and the Rule 144A Global Notes of each series shall each be assigned separate securities identification numbers.
(f) None of the Company, the Trustee nor any agent of the Company or the Trustee will 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.
Appears in 1 contract
Global Notes. Notes corresponding to Applicable Ownership Interests in (a) Any Notes that are no longer a component part of the Corporate Units and are released from the Collateral Account will be issued initially in permanent global the form (a “Global Note”), and if issued as of one or more Registered Global Securities (the "Global Notes, 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 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 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 they are exchanged for the Notes in certificated registered form, such Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to the Depositary Clearing Agency or a nominee of the DepositaryClearing Agency, or to a successor Depositary Clearing Agency selected or approved by the Company or to a nominee of such successor DepositaryClearing Agency. Any In addition, the Company may issue a Note in the form of a Global Note with $0.00 balance.
(b) If at any time (i) the Clearing Agency notifies the Company that it is exchangeable pursuant unwilling or unable to clause continue as a Clearing Agency for the Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such notification, (xii) the Clearing Agency ceases to be a clearing agency registered under the Exchange Act at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Company becoming aware of the fourth sentence of this Section 2.04 Clearing Agency's ceasing to be so registered, (iii) the Company, in its sole discretion, determines that the Global Notes shall be so exchangeable for or (iv) there shall have occurred and be continuing an Event of 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 certificated definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note in exchange for such Global Note. Upon exchange of the Global Note for such Note in definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the Depositary Clearing Agency or its custodian, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Global Notes. 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, the Depositary Depository shall be The Depository Trust Company or such other depositary 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 Depositary Depository or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, Units or the recreation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in NotesUnits, an appropriate annotation shall be made on the Schedule of Increases and Decreases in Note on the Global Notes held by or on behalf of the DepositaryDepository and on the Pledged Note held by the Collateral Agent. Notes represented by the Global Notes will be exchangeable for Notes in certificated form only (xa) if the Depositary Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Global Notes or if at any time the Depositary Depository ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary Depository within 90 days of that notice or of its becoming aware of such cessation or (yb) upon recreation of Corporate Units; provided that that, subject to the 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 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 Depository or a nominee of the DepositaryDepository, or to a successor Depositary Depository selected or approved by the Company or to a nominee of such successor DepositaryDepository. Any Global Note that is exchangeable pursuant to clause (xa) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary Depository shall direct.
Appears in 1 contract
Sources: First Supplemental Indenture (Assured Guaranty LTD)
Global Notes. (a) Unless and until it is exchanged for the 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”)registered form, and if issued as one or more Global Notes, 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 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 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 other case where the 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 global Notes in certificated form only (x) if principal amount equal to the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of all outstanding 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 ("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 Corporation or to a nominee of such successor Depositary. Any .
(b) If at any time (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as a Depositary for the Global Note that Notes and no successor Depositary shall have been appointed within 90 days after such notification, (ii) the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at any time the Depositary is exchangeable pursuant required to clause (x) be so registered to act as such Depositary and no successor Depositary shall have been appointed within 90 days after the Corporation's becoming aware of the fourth sentence of this Section 2.04 Depositary's ceasing to be so registered, (iii) the Corporation, in its sole discretion, determines that the Global Notes shall be exchangeable for Notes in certificated definitive registered form or (iv) there shall have occurred and be continuing an Event of 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 principal amount of the Global Note in exchange for such Global Note. Upon exchange of the Global Note for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary shall directfor delivery to the Persons in whose names such Securities are so registered.
Appears in 1 contract
Global Notes. (a) With respect to Notes corresponding to Applicable Ownership Interests issuable as or represented by, in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued whole or in permanent global form (a “Global Note”)part, and if issued as one or more Global Notes, the Depositary 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 The Depository Trust Company or such other depositary as any officer entered the name and address of the Company may from time to time designate. On Holder of each such Global Note (being the date on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedDepository, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, each having for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 4.1 shall govern with respect to registrations and transfers of such Notes.
(b) Notwithstanding any other provision of this Indenture, a zero principal balance. Upon Global Note may not be transferred by the creation Holder thereof and, accordingly, subject to Section 4.6, no Definitive Notes of Treasury Unitsany series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate:
(i) Definitive Notes may be issued to Beneficial Holders at any time after:
(A) the Issuer has determined, or the recreation of Corporate Units or in any other case where the 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 has been notified by the Depositary. Notes represented by Depository, and written notice thereof has been provided to the Global Notes will be exchangeable for Notes in certificated form only Trustee, that that CDS (x1) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Global Notes Notes, or if at any time the Depositary (2) ceases to be eligible to be a clearing agency registered under Depository, and, in each case the Exchange ActIssuer is unable to locate a qualified successor to its reasonable satisfaction;
(B) the Issuer has determined, and in its sole discretion, or is required by law, to terminate the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware book-entry only registration system in respect of such cessation Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or
(yC) upon recreation the Trustee has determined that an Event of Corporate Units; 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 certificated form so issued in exchange writing, through the Participants, that the continuation of the book-entry only registration system for the Global Notes shall be of such series is no longer 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, their best interests; and
(ii) Global Notes may be transferredtransferred (A) if such transfer is required by applicable law, in whole but not in part, as determined by the Issuer and any payments on the Notes shall be made, only to the Depositary or a nominee of the DepositaryCounsel, or to (B) by a successor Depositary selected or approved by the Company or 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 Depositary. Any 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 that is exchangeable pursuant to clause (x) 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 fourth sentence 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 Section 2.04 shall 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 exchangeable effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes in certificated form registered in such names as the Depositary shall directrepresented by a Global Note may do so only through a Participant.
Appears in 1 contract
Global Notes. Notes corresponding to Applicable Ownership Interests (a) If specified in Notes that are no longer a component the Issuance Instructions, except as provided in subsections (c) and (g) below, the holder of all of the Corporate Units and are released from the Collateral Account will Notes to be issued pursuant to such Issuance Instructions shall be The Depository Trust Company (“DTC”) and such Notes shall be registered in permanent global the name of Cede & Co., as nominee for DTC.
(b) Such Notes shall be initially issued in the form of a separate single authenticated fully registered certificate in the name of Cede & Co. and in the principal amount of such Notes (a “Global Note”). Upon initial issuance, the ownership of such Notes shall be registered in the Note Register in the name of Cede & Co., as nominee of DTC. So long as Notes are evidenced by a Global Note, the Issuing Agent and the Issuer may treat DTC (or its nominee) as the sole and exclusive holder of such Notes registered in its name for the purposes of payment of the principal of (premium, if any) and interest on such Notes or portion thereof to be redeemed, and if issued as one of giving any notice permitted or more Global Notes, required to be given to holders of such Notes and neither the Depositary Issuing Agent nor the Issuer shall be The Depository Trust Company affected by any notice to the contrary. Neither the Issuing Agent nor the Issuer shall have any responsibility or obligation to any of DTC’s participants (each a “Participant”), any person claiming a beneficial ownership in such Notes under or through DTC or any Participant (each a “Beneficial Owner”), or any other depositary person which is not shown on the Note Register as being a holder, with respect to the accuracy of any officer records maintained by DTC or any Participant; the payment of DTC or any Participant of any amount in respect of the Company may from time principal of (premium, if any) or interest on such Notes; any notice which is permitted or required to time designatebe given to holders of such Notes; the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of such Notes; any notice which is permitted or required to be given to holders of such Notes; the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of such Notes; or any consent given or other action taken by DTC as holder of such Notes. On the date The Issuing Agent shall pay all principal of (premium, if any) and interest on which the such Notes registered in the name of Cede & Co. only to or “upon the Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Notes, registered order of” DTC (as that term is used in the name Uniform Commercial Code as adopted in New York), and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to the principal of (premium, if any) and interest on such Notes to the extent of the Depositary sum or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that the Notes in certificated form sums 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 exchangedpaid. Except as otherwise provided abovein Section 14(c) and (g) below, owners no person other than DTC shall receive authenticated Note certificates evidencing the obligation of beneficial the Issuer to make payments of principal of (premium, if any) and interest on such Notes. Upon delivery by DTC to the Issuing Agent of written notice to the effect that DTC has determined to substitute a new nominee in a Global Note will not be entitled to receive physical delivery place 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 partCede & Co., and any payments on the Notes shall be made, only subject to the Depositary or a other provisions of this Agreement with respect to transfers of Notes, the word “Cede & Co.” in this Agreement shall refer to such new nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. DTC.
(c) Any Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in the names of Participants and/or Beneficial Owners if, but only if, (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such names Notes or at any time ceases to be a clearing agency registered as such under the 1934 Act, (ii) the Issuer instructs the Issuing Agent that such Global Note shall be exchangeable or (iii) there shall have occurred and be continuing a default or an event that with notice or passage of time, or both, would constitute a default with respect to the Global Notes. In any such event, the Issuing Agent shall issue, transfer and exchange Note certificates as requested by DTC in appropriate amounts pursuant to this Agreement. The Issuer shall pay all costs in connection with the production, execution and delivery of such Note certificates. If Note certificates are issued, the provisions of this Agreement shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of, premium, if any, and interest on such certificates.
(d) Notwithstanding any other provision of this Agreement to the contrary, so long as any Notes are evidenced by a Global Note, registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of (premium, if any) and interest on such Notes and all notices with respect to such Notes shall be made and given, respectively, to DTC as provided in the representation letter relating to the Notes among DTC, the Issuing Agent and the Issuer. The Issuing Agent is hereby authorized and directed to comply with all terms of the representation letter.
(e) In connection with any notice or other communication to be provided to the holders of such Notes by the Issuer or the Issuing Agent with respect to any consent or other action to be taken by the holders of such Notes, the Issuer or the Issuing Agent, as the Depositary case may be, shall directseek to establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible. Such notice to DTC shall be given only when DTC is the sole holder of the Notes.
(f) Neither the Issuer nor the Issuing Agent will have any responsibility or obligations to the Participants or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount due to any Beneficial Owner in respect of the principal of (premium, if any) or interest on the Notes, (iii) the delivery by DTC or any Participant of any notice to any Beneficial Owner, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Notes, or (v) any consent given or other action taken by DTC as a holder of the Notes. So long as Cede & Co. is the Registered Holder of the Notes as nominee of DTC, references herein to the Notes or Registered Holders of the Notes shall mean Cede & Co. and shall not mean the Beneficial Owners of the Notes nor DTC Participants.
(g) No Global Note may be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor.
(h) Upon the termination of the services of DTC with respect to any Global Note pursuant to subsection (c) of this Section 14 after which no substitute book-entry depository is appointed, such Global Notes shall be registered in whatever name or names holders transferring or exchanging such Global Notes shall designate in accordance with the provisions of this Agreement.
Appears in 1 contract
Sources: Issuing and Paying Agency Agreement (OGE Enogex Partners L.P.)
Global Notes. Series A Notes corresponding offered and sold to Applicable Ownership Interests QIBs in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will reliance on Rule 144A shall be issued initially in permanent global the form (a “Global Note”), and if issued as of one or more 144A Global Notes, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On purchasers of the date on which Series A Notes represented thereby with the Notes Note Custodian and registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedDepository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. If beneficial interests in any such 144A Global Note are transferred to an Institutional Accredited Investor, then, for so long as the Applicable Procedures shall also issue one or more so require, such beneficial interests shall be represented by an IAI Global NotesNote having an initial principal amount equal to the aggregate amount of such beneficial interests, and such IAI Global Note shall be deposited on behalf of the beneficial owners of the Series A Notes represented thereby with the Note Custodian and 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 Depository or a nominee of the DepositaryDepository, or to a successor Depositary selected or approved duly executed by the Company and authenticated by the Trustee as hereinafter provided. Any Series A Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or to a the nominee of such successor Depositarythe Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Any The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note that is exchangeable (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to clause another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or IAI Global Note, all as contemplated by Section 2.06(a)(ii) or (xiii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the fourth sentence of this Section 2.04 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchangeable exchanged for beneficial interests in one or more Regulation S Permanent Global Notes in certificated form registered in pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. Each Global Note shall represent such names of the outstanding Notes as shall be specified therein, and each shall provide that it shall represent the Depositary shall direct.aggregate amount of outstanding Notes from time
Appears in 1 contract
Global Notes. Notes corresponding to Applicable Ownership Interests in Notes (i) Promptly following the date (the “Free Trade Date”) that are no longer a component is one year after the Issue Date 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 any Option Notes, the Company shall effect an exchange of every beneficial interest in each Global Note bearing the Restricted Notes Legend for beneficial interests in Global Notes that do not bear any Restricted Notes Legend. To effect such mandatory exchange, the Company will (A) deliver to the Depositary shall be The Depository Trust Company or such other depositary as any officer (with a copy to the Trustee) an instruction letter for the Depositary’s mandatory exchange process at least 15 days prior to the Free Trade Date, and (B) deliver to each of the Company may from time to time designateTrustee and the Registrar an executed Free Transferability Certificate on or promptly after the Free Trade Date. On the The date on which the Trustee shall have received such Free Transferability Certificate will be known as the “Resale Restriction Termination Date.”
(ii) Immediately upon receipt of the Free Transferability Certificate by each of the Trustee and the Registrar, (A) the Restricted Notes registered Legend will be deemed automatically removed from each Global Note identified in the name Free Transferability Certificate without further action on the part of the Purchase Contract Agent pursuant Company, the Holders, the Trustee, the Registrar or any other party; and (B) the restrictive CUSIP number identifying such Global Note shall be deemed automatically removed and replaced with an unrestricted CUSIP number.
(iii) Prior to Section 2.03 are issuedthe Company’s delivery of the Free Transferability Certificate and afterwards, the Company shall also issue one or more Global Notes, registered in and the name of Trustee will comply with 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, Procedures and the Company has not appointed a successor Depositary within 90 days of 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 use reasonable efforts 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 cause each Global Note that is exchangeable pursuant not required to clause (x) bear the Restricted Notes Legend to be identified by an unrestricted CUSIP number in the facilities of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names Depositary by the date the Free Transferability Certificate is delivered to the Trustee and the Registrar or as the Depositary shall directpromptly as possible thereafter.
Appears in 1 contract
Sources: Indenture (Gevo, Inc.)
Global Notes. This Section 4(c) shall apply only to Global Notes corresponding to Applicable Ownership Interests deposited with a Depositary unless otherwise provided in Notes that are no longer a component the Authorization. Notwithstanding any other provision of this Agreement or 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, the Depositary shall no Global Note may be The Depository Trust Company transferred to, or such other depositary as any officer of the Company may from time to time designate. On the date on which the registered or exchanged for Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedof, the Company shall also issue one or more Global Notes, registered in the name of any person other than the Depositary with respect to such Global Note or its nomineeany nominee thereof, each having a zero principal balance. Upon the creation of Treasury Unitsand no such transfer may be registered, or the recreation of Corporate Units or in any other case where the 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 Notes in certificated form only unless (x) if the Depositary with respect to such Global Note (A) notifies the Company Bank that it is unwilling or unable to continue as Depositary for the such Global Notes Note or if at any time the Depositary (B) ceases to be a clearing agency registered under the Securities Exchange ActAct of 1934, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or as amended, (y) upon recreation the Bank delivers to the Fiscal Agent a written notice executed by a duly authorized officer of Corporate Units; provided the Bank that such Global Note shall be exchangeable for definitive Notes or (z) the Bank shall fail to make any payment of principal of, or any interest or additional amount on, the Notes when due. If the beneficial owners of interests in certificated form a Global Note are entitled to exchange interests for definitive Notes in registered form, as provided in the preceding paragraph, then without unnecessary delay, but in any event not later than the earliest date on which such interests may be so issued exchanged, the Bank shall execute and deliver to the Fiscal Agent definitive registered Notes in an aggregate principal amount equal to the principal amount of such Global Note. On or after the earliest date on which such interests may be so exchanged, such Global Note shall be surrendered by the Depositary to the Fiscal Agent, as the Bank's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive registered Notes without charge and the Fiscal Agent shall authenticate and deliver, in exchange for the each portion of such Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like Note, an equal aggregate principal amount and tenor of definitive registered Notes of authorized denominations as the portion of the such 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 4(c) shall be exchangeable for Notes issuable in certificated form the denominations specified in Section 1 hereof and registered in such names as the Depositary that is the holder of such Global Note shall direct. If a Note is issued in exchange for any portion of a Global Note after the close of business at the office or agency where such exchange occurs on any Regular Record Date (as defined in the Notes) and before the opening of business at such office or agency on the relevant Interest Payment Date (as defined in the Notes), interest will not be payable on such Interest Payment Date in respect of such Note, but will be payable on such Interest Payment Date only to the person to whom interest in respect of such portion of such Global Note is payable. Every Note authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, a Global Note to which the restriction set forth in the second preceding paragraph shall apply shall, except as provided in the immediately preceding paragraph, be authenticated and delivered in the form of, and shall be, a Global Note. The Depositary may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Notes.
Appears in 1 contract
Sources: Fiscal and Paying Agency Agreement (Bank of Montreal /Can/)
Global Notes. Notes corresponding to Applicable Ownership Interests in Any Notes that are no longer a component part of the Corporate New PEPS Units and are released from the Collateral Account will be issued initially in permanent global the form (a “Global Note”), and if issued as of one or more Global Notes, Notes (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 Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Notes, "GLOBAL NOTES") 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 other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases Unless and Decreases in Note on the Global Notes held by the Depositary. Notes represented by the Global Notes will be exchangeable until they are exchanged for Notes in certificated form definitive registered form, such 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 Corporation or to a nominee of such successor Clearing Agency. If at any time (xi) if the Depositary notifies the Company Corporation that it is unwilling or unable to continue as Depositary for the Global Notes or if and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time the Depositary ceases to be a clearing agency Clearing Agency registered under the Exchange Act, Act when the Depositary is required to be so registered to act as the Depositary and the Company has not appointed a no successor Depositary has been appointed within 90 days of after the Corporation learns that notice or of its becoming aware of such cessation the Depositary has ceased to be so registered, or (yiii) the Corporation, in its sole discretion, determines that it will no longer have the Notes represented by Global Notes, the Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon recreation receipt of Corporate Units; provided that a Company Order therefor, will authenticate and deliver the Notes in certificated definitive registered form so without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note or Notes in exchange for such Global Senior or Notes. Upon exchange of the Global Note or Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note or Notes shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or 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 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names and in such authorized denominations as the Depositary Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered. None of the Corporation, the Guarantor, the Trustee or 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 payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interest.
Appears in 1 contract
Global Notes. Rule 144A 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 initially shall be issued in permanent global form (a “Global Note”), and if issued as represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Global Notes, ”). The Global Notes shall bear the Depositary Global Notes Legend. The Global Notes initially shall (i) 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 Purchase Contract Depository or the nominee of such Depository, in each case for credit to an account of an Agent pursuant Member, (ii) be delivered to Section 2.03 are issuedthe Trustee as custodian for such Depository and (iii) bear the Restricted Notes Legend. Members of, or direct or indirect participants in, the Company Depository (“Agent Members”) shall also issue one have no rights under the Indenture with respect to any Global Notes held on their behalf by the Depository or more under the Global Notes. The Depository may be treated by the Company, registered in the name Trustee and any agent of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, Company or the recreation Trustee as the absolute owner of Corporate Units or in any other case where the 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 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 any written certification, proxy or other authorization furnished by the DepositaryDepository or impair, as between the Depository and their respective Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(i) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Notes represented by Interests of beneficial owners in the Global Notes will may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes in certificated form only if (i) the Depository (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary depository for the such Global Notes Note or if at any time the Depositary ceases (y) has ceased to be a clearing agency registered under the Exchange Act, and the Company has not appointed in each case, a successor Depositary within 90 days depositary is not appointed, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of that notice or of its becoming aware of such cessation Definitive Notes, or (yiii) upon recreation there shall have occurred and be continuing an Event of Corporate Units; provided that the Default with respect to such Global Note. In all cases, Definitive Notes in certificated form so issued delivered in exchange for the any Global Notes Note or beneficial interests therein shall be registered in denominations the names, and issued in any approved denominations, requested in writing by or on behalf of $1,000 or any whole multiple the Depository, in accordance with its customary procedures.
(ii) In connection with the transfer of $1,000 above that amount a Global Note as an entirety to beneficial owners pursuant to subsection (ii) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and be the Company shall execute, and upon receipt of like an Authentication Order 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 and tenor as the portion of the Global Definitive Notes of authorized denominations.
(iii) Any Transfer Restricted Definitive Note to be exchanged. Except as provided above, owners of beneficial delivered in exchange for an interest in a Global Note will not be pursuant to Section 2.2 shall bear the Restricted Notes Legend.
(iv) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to receive physical delivery of Notes in certificated form and will not be considered take under this Indenture or 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directSecurities.
Appears in 1 contract
Sources: Indenture (Pagaya Technologies Ltd.)
Global Notes.
(a) With respect to Notes corresponding to Applicable Ownership Interests issuable as or represented by, in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued whole or in permanent global form (a “Global Note”)part, and if issued as one or more Global Notes, the Depositary Issuer shall cause to be kept by and at the Corporate Trust Office of the Trustee 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 The Depository Trust Company or such other depositary as any officer entered the name and address of the Company may from time to time designate. On Holder of each such Global Note (being the date on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedDepository, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, each having a zero principal balancefor such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. Upon If any Notes are at any time not Global Notes, the creation provisions of Treasury Units, or the recreation Section 3.1 shall govern with respect to registrations and transfers of Corporate Units or in such Notes.
(b) Notwithstanding any other case where provision of this Indenture, a Global Note may not be transferred by the Collateral Agent releases Holder thereof and, accordingly, subject to Section 3.6, no Definitive Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on issued to Beneficial Holders except in the Schedule following circumstances or as otherwise specified in a resolution of Increases and Decreases in Note on the Global Trustee, a Board Resolution or an Officer’s Certificate:
(i) Definitive Notes held by the Depositary. Notes represented by the Global Notes will may be exchangeable for Notes in certificated form only issued to Beneficial Holders at any time after:
(xA) if the Depositary DTC (a) notifies the Company Issuer that it is unwilling or unable to continue as Depositary depositary for the Global Notes or if at any time the Depositary ceases (b) has ceased to be a clearing agency registered under the Exchange ActAct and, and in either case, the Company has not appointed Issuer fails to appoint a successor Depositary within 90 days of depository;
(B) the Issuer, at its option, notifies the Trustee and paying agent in writing that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that it elects to cause 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 issuance of the Global Note Definitive Notes; or
(C) there has occurred and is continuing a Default or Event of Default with respect 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, Notes; and
(ii) Global Notes may be transferredtransferred (A) if such transfer is required by applicable law, in whole but not in part, as determined by the Issuer and any payments on the Notes shall be made, only to the Depositary or a nominee of the DepositaryCounsel, or to (B) by a successor Depositary selected or approved by the Company or 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 Depositary. Any 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 3.2(b)(i) or upon the transfer of a Global Note that is exchangeable pursuant to clause (x) a Person other than a Depository or a nominee thereof in accordance with Section 3.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the fourth sentence availability of Definitive Notes. Upon surrender by the Depository of the Global Notes and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes 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 3.1 and the remaining provisions of this Section 2.04 shall Article 3.
(d) It is expressly acknowledged that transfer of beneficial ownership in any Note issuable in the form of or represented by a Global Note will be exchangeable effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes in certificated form registered in such names as the Depositary shall direct.represented by a Global Note may do so only through a Participant.
Appears in 1 contract
Sources: Trust Indenture
Global Notes. 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 (i) Any Note issued in permanent global form (exchange for a “Global Note or any portion thereof shall be a Global Note”), and if provided, however, that any such Note so issued as one or more Global Notes, 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 that is registered in the name of a Person other than the Purchase Contract Agent pursuant to Section 2.03 are issuedDepositary or a nominee thereof shall not be a Global Note. Notwithstanding any other provision of this Indenture, the Company a Global Note shall also issue one not be exchanged in whole or more Global Notes, in part for a Note registered in the name of any Person other than the Depositary or its nomineeone or more nominees thereof, each having unless
(1) the Depositary (A) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (B) ceases to be a zero principal balanceclearing agency registered under the Exchange Act, and in either case the Issuers fail to appoint a successor depositary (as described below) or (2) there shall have occurred and be continuing an Event of Default. Upon the creation of Treasury Units, or the recreation of Corporate Units Any Global Note exchanged pursuant to clause (1) above shall be so exchanged from time to time in whole and not in part and any Global Note exchanged pursuant to clause (2) above may be exchanged from time to time in whole or in any other case where the 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 part as directed by the Depositary. Notes represented by .
(ii) The Issuers hereby designate DTC as the Depositary with respect to the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary Notes. If at any time DTC notifies the Company Issuers that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases DTC has ceased to be a clearing agency registered under the Exchange ActAct 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 the Note Trustee of such appointment. If (x) a successor depositary for such Global Note 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 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 all) Outstanding Notes issued or issuable in the form of a Global Note 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 Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware Note Trustee shall authenticate and deliver, Notes in definitive form in an aggregate principal amount equal to the principal amount of such cessation Global Notes. On or after the earliest date on which such interests may be so exchanged as described above, 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,
(yb) 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 names and be in such authorized denominations as the 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 be so surrendered or exchanged or, if the Note 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 recreation the order of Corporate Units; provided that the Notes in certificated form so issued Depositary or an authorized representative thereof. Any Note delivered in exchange for the Global Notes shall be in denominations of $1,000 Note or any whole multiple of $1,000 above that amount portion thereof shall, except as otherwise provided by Section 2.1.10, bear the legend regarding transfer restrictions required by Section 2.1.7.
(c) Subject to the provisions in the legends required by Section 2.1.7, a registered Holder may grant proxies and be of like aggregate principal amount otherwise authorize any Person, including any Agent Member and tenor as the portion of the Global Note to be exchanged. Except as provided above, owners of beneficial any Person who may hold an interest in a Global Note will not be an Agent Member, to take any action that such Holder is entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose take under the this 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct.
Appears in 1 contract
Global Notes. Floating Rate Notes corresponding to Applicable Ownership issued in global form will be substantially in the form of Exhibits A1 or A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Fixed Rate Notes that are no longer a component issued in global form will be substantially in the form of Exhibits B1 or B2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Floating Rate Notes and Fixed Rate Notes issued in definitive form will be substantially in the form of Exhibit A1 and Exhibit B1, respectively, hereto (but each without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Floating Rate Global Note and each Fixed Rate Global Note will represent such of the Corporate Units outstanding Floating Rate Notes and are released from the Collateral Account Fixed Rate Notes, respectively, as will be issued in permanent global form (a “Global Note”), specified therein and if issued as one each shall provide that it represents the aggregate principal amount of outstanding Floating Rate Notes or more Global Fixed Rate Notes, respectively, from time to time endorsed thereon and that the Depositary shall be The Depository Trust Company or such other depositary as any officer aggregate principal amount of the Company outstanding Floating Rate Notes and Fixed Rate Notes, respectively, represented thereby may from time to time designatebe reduced or increased, as appropriate, to reflect exchanges and redemptions. On Any endorsement of a Fixed Rate Global Note or a Floating Rate Global Note to reflect the date on which the Notes registered amount of any increase or decrease 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 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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 of outstanding Fixed Rate Notes or Floating Rate Notes, respectively, represented thereby will be made by the portion Trustee or the Custodian, at the direction 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 transferredTrustee, 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 accordance with instructions given by the Company or to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Holder thereof as required by Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct2.06 hereof.
Appears in 1 contract
Sources: Indenture (MagnaChip Semiconductor LTD (United Kingdom))
Global Notes. Rule 144A 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 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 (a collectively, the “Regulation S Global Note”), in each case without interest coupons and if issued as one or more bearing the Global NotesNotes Legend and Restricted Notes Legend, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with the Custodian, and 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 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 duly executed by the Company and authenticated by the Trustee as provided in the Indenture. One or more 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 upon delivery to the Trustee of an Authentication Order, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company 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. The Rule 144A Global Note, the IAI 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 successor Depositaryof 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 that is exchangeable pursuant to clause (xreflect the 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 the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct.Appendix A.
Appears in 1 contract
Global Notes. (a) Except under the limited circumstances described below, Senior Notes corresponding 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 Applicable Ownership Interests in Notes that are no longer a component nominee of the Corporate Units and are released from Depository or by a nominee of the Collateral Account Depository to the Depository or another nominee of the Depository or to a successor Depository or its nominee.
(b) Except as otherwise provided in this Second Supplemental Indenture, owners of beneficial interests in such Global Notes will not be issued in permanent global form (a “Global Note”)considered the holders thereof for any purpose under the Indenture, and if issued as one or more no Global Notes, the Depositary Note representing a Senior Note shall be The Depository Trust Company or such other depositary as any officer exchangeable, except for another Global Note of the Company may from time like denomination and to time designate. On the date on which the Notes be registered in the name of the Purchase Contract Agent pursuant Depository or its nominee or to Section 2.03 are issued, the Company shall also issue one or more Global Notes, registered in the name of the Depositary a successor Depository or its nominee, each having a zero principal balance. Upon the creation The rights of Treasury Units, or the recreation holders of Corporate Units or in any other case where the Collateral Agent releases such Global Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on exercised only through the Schedule of Increases and Decreases in Depository.
(c) A Global Note on the Global Notes held by the Depositary. Notes represented by the Global Notes will shall be exchangeable in whole or, from time to time, in part for Senior Notes in certificated definitive registered form only as provided in the Indenture. If (xi) if at any time the Depositary Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Global Senior Notes or if at any time the Depositary ceases 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 time as the Depository is required to be a clearing agency so registered under the Exchange Act, and the Depository so notifies the Company has and, in each case, the Company does not appointed appoint a successor Depositary Depository within 90 days of that after the Company receives such notice or of its becoming becomes aware of such cessation condition, as the case may be, (ii) any Event of Default or Default has occurred and is continuing with respect to the Senior Notes or (yiii) upon recreation subject to the applicable procedures of Corporate Units; 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 in certificated form so issued in exchange for the Global Senior Notes shall be in minimum denominations of $1,000 25, or any whole multiple integral multiples of $1,000 above that amount 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 Global Note Senior Notes to be exchanged. Except as provided aboveherein, owners of beneficial interest interests in a Global Note 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 certificated definitive registered form and will not be considered the Holders 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 None of the DepositaryCompany, 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 a successor Depositary selected or approved by the Company or to a nominee of such successor Depositarybeneficial ownership interests. Any Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 1.05(c) shall be exchangeable for Senior Notes in certificated form registered in such names as the Depositary Depository shall direct.
Appears in 1 contract
Sources: Second Supplemental Indenture (Conifer Holdings, Inc.)
Global Notes. 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 v) If (a “Global Note”), and if issued as one or more Global Notes, 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 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 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 other case where the 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 Notes in certificated form only (xi) if the Depositary notifies the Company that it is unwilling no longer willing or unable able to continue as Depositary for properly discharge its responsibilities with respect to the Global Notes or if at any time the Depositary ceases to be a “clearing agency agency” registered under the Exchange Act, (ii) the Note Depositary Agreement is terminated for any reason or (iii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depositary, the Company shall (x) appoint a successor securities depository qualified to act as such under Section 17(a) of the Exchange Act, notify the Depositary, such successor securities depository and the Trustee of the appointment of such successor securities depository and transfer one or more separate Global Notes registered in the name of such successor securities depository or its nominee to such successor securities depository or (y) notify the Depositary of the availability through the Depositary of certificated Notes to Note Owners; provided that if, upon the occurrence of any event described in clause (i) or (ii) above, the Company has not appointed a successor Depositary securities depository within 90 days of that notice or of its becoming aware the occurrence of such cessation or (y) upon recreation event, the Company shall notify the Depositary of Corporate Units; provided the availability through the Depositary of certificated Notes to Note Owners. If after the occurrence of an Event of Default Note Owners representing beneficial interests aggregating at least a majority of the Outstanding principal amount of the Notes advise the Trustee, the Company and the Depositary through DTC Participants in writing that the continuation of a book-entry system through the Depositary is no longer in the best interests of the Note Owners, then the Trustee shall within ten days give notice to the Noteholders of the occurrence of any such event and of the availability of certificated Notes to Note Owners requesting the same. Upon surrender to the Trustee of the typewritten Notes representing the Global Notes by the Depositary, accompanied by registration instructions, the Company shall execute, and the Trustee shall authenticate, without charge, the certificated Notes in certificated form so issued authorized denominations in accordance with the instructions of the Depositary. Any Note delivered 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 a portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not shall, except as otherwise provided in Section 2.4(c), bear the Legend regarding transfer restrictions set forth on the form of Note attached as Exhibit A hereto. None of the Company, the Note Registrar or the Trustee shall be entitled to receive physical liable for any delay in delivery of Notes in certificated form such instructions 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 partconclusively rely on, and any payments on shall be protected in relying on, such instructions. Upon the issuance of certificated Notes, the Trustee shall recognize the holders of 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directNoteholders.
Appears in 1 contract
Sources: Indenture (Southwestern Energy Co)
Global Notes. (a) Notes corresponding offered and sold to Applicable Ownership Interests Qualified Institutional Buyers pursuant to Rule 144A shall be issuable in Notes that are no longer a component whole or in part in the form 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 permanent Global Securities in definitive, fully registered, 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 Depositary. Interests in a Rule 144A Global Note shall be The Depository Trust Company 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 such other depositary as any officer in part in the 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 Company 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 designatebe reduced or increased, as appropriate, to reflect exchanges or redemptions. On Any endorsement of a Global Note to reflect the date on which the Notes registered amount, or any increase or decrease in the name aggregate principal amount, of Notes represented thereby shall be reflected by the Purchase Contract Agent pursuant Trustee on Schedule A attached to Section 2.03 are issuedthe Note and made by the Trustee in accordance with written instructions or such other written form of instructions as is customary for the Depositary, the Company shall also issue one or more Global Notes, registered in the name of from the Depositary or its nominee, each nominee on behalf of any Person having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or beneficial interest in any other case where the 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 Note.
(d) The Depository Trust Company shall initially serve as Depositary with respect to the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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 Notes. Such Global Notes shall be bear the legends set forth in denominations the forms of $1,000 or any whole multiple of $1,000 above that amount Security attached as Exhibits A 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directB hereto.
Appears in 1 contract
Global Notes. (a) The Issuer may specify that the Notes corresponding are 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 whole or in part as one or more Global Notes, the Depositary . Each Global Note authenticated in accordance with this Indenture 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 Purchase Contract Agent pursuant Depository designated for such Global Note or a nominee thereof and delivered to Section 2.03 are issued, the Company shall also issue one such Depository or more Global Notes, registered in the name of the Depositary a nominee thereof or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Actcustodian therefor, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of each 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 exchangedshall constitute a single Note for all purposes of this Indenture. Except as provided above, owners of beneficial interest Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book-entry accounts of Participants on behalf of the Beneficial Owners of such Note in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture, Beneficial Owners shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive physical delivery of Definitive Notes in certificated form and will shall not be considered the owners or Holders thereof for any purpose under the this Indenture. Unless Nothing herein shall prevent Beneficial Owners from voting such Notes using duly executed proxies.
(b) Every Note authenticated and delivered upon registration of transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.
(c) Notes issued to a Depository in the form of Global Notes shall be subject to the following in addition to the provisions of Section 2.8(b), unless and until Definitive Notes have been issued to Beneficial Owners pursuant to Section 2.8(b):
(i) the Trustee may deal with such Global Note is exchanged Depository for all purposes as the sole Holder of the Notes in certificated form, Global and the authorized representative of the Beneficial Owners of such Notes;
(ii) the rights of the Beneficial Owners of such Notes may shall be transferred, in whole but not in partexercised only through such Depository and the rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners, and any payments must be exercised through a Participant in accordance with the rules and procedures of the Depository;
(iii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders evidencing a specified percentage of the outstanding Notes, the Depository shall be deemed to be counted in that percentage to the extent that it has received instructions to such effect from Beneficial Owners or Participants;
(iv) such Depository will make book-entry transfers among the direct Participants of such Depository and will receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants;
(v) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever;
(vi) whenever a notice or other communication is required to be provided to Holders, the Trustee shall provide all such notices and communications to the Depository for delivery of such notices and communications to the Beneficial Owners in accordance with Applicable Securities Laws; and
(vii) notwithstanding any other provision of this Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Note shall be made, only made through the Paying Agent to the Depositary Depository or a its nominee of the Depositary, or to a successor Depositary selected or approved for subsequent payment by the Company Depository or its nominee to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directBeneficial Owners thereof.
Appears in 1 contract
Sources: Senior Unsecured Notes Indenture
Global Notes. Notes corresponding offered and sold to Applicable Ownership Interests QIBs in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will reliance on Rule 144A shall be issued initially in permanent global the form (a “Global Note”), and if issued as one or more of Rule 144A Global Notes, the Depositary which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with a custodian of the Depositary, and 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 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or to a decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of such successor the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company certifying as to the same matters covered in clause (i) above. Any Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note that is exchangeable shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to clause (x) the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the fourth sentence of this Section 2.04 Trustee shall be exchangeable for Notes in certificated form registered in such names as cancel the Depositary shall direct.Regulation S
Appears in 1 contract
Sources: Indenture (Albecca Inc)
Global Notes. (a) With respect to 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 represented by Global Notes, the Depositary Issuer shall cause to be kept by the Trustee at the principal office of the Trustee in Toronto, Ontario 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 The Depository Trust Company or such other depositary as any officer entered the name and address of the Company may from time to time designate. On Holder of each Global Note (being the date on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issuedDepository, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, for each having Global Note) and particulars of the Global Note held by it, and of all transfers and exchanges thereof.
(b) Notwithstanding any other provision of this Indenture, a zero principal balance. Upon Global Note may not be transferred by the creation Holder thereof and no Definitive Notes shall be issued to Beneficial Holder of Treasury UnitsGlobal Notes, except in the following circumstances:
(i) Definitive Notes may be issued to Beneficial Holders of Global Notes at any time after:
(A) the Issuer has determined, or the recreation of Corporate Units or in any other case where the 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 has been notified by the Depositary. Notes represented by Depository, and written notice thereof has been provided to the Global Notes will be exchangeable for Notes in certificated form only Trustee, that the Depository
(x1) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Global Notes or if at any time the Depositary or
(2) ceases to be eligible to be a clearing agency registered under the Exchange ActDepository, and in each such case the Company Issuer is unable to locate a qualified successor to its reasonable satisfaction;
(B) the Issuer has not appointed a successor Depositary within 90 days of that determined, in its sole discretion, or is required by law, and written notice thereof has been provided to the Trustee, to terminate the book-based or of its becoming aware book-entry only system, as applicable, in respect of such cessation Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book- based or book-entry only system, as applicable, ceases to exist; or
(yC) upon recreation the Trustee (acting on instructions received from the requisite Holders) has determined that an Event of Corporate UnitsDefault has occurred and is continuing with respect to Notes issued as Global Notes; provided that Beneficial Holders representing, in the aggregate, not less than 25% of the aggregate outstanding principal amount of the Notes represented by Global Notes advise the Depository in certificated form so issued in exchange writing, through the Participants, that the continuation of the book-based or book-entry only system, as applicable, for the Global Notes shall be is no longer 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, their best interests; and
(ii) Global Notes may be transferredtransferred (A) if such transfer is required by applicable law, 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 as determined by the Company 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 Depositary. Any Depository or its nominee.
(c) Upon the occurrence of one of the conditions specified in Section 3.2(b)(i) or upon a requirement arising to transfer a Global Note that is exchangeable pursuant to clause (x) a Person other than a Depository or a nominee thereof in accordance with Section 3.2(b)(ii), the Trustee shall notify all applicable Participants, through the Depository, of the fourth sentence availability of Definitive Notes. Upon surrender by the Depository of the Global Notes and receipt of new registration instructions from the Depository, the Issuer shall execute, and, upon receipt by the Trustee of an Issuer Order, the Trustee shall authenticate and deliver, Definitive Notes (in a form to be agreed to by the Issuer and the Trustee) 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 3.1 and the remaining provisions of this Section 2.04 shall Article 3 applicable to Definitive Notes.
(d) It is expressly acknowledged that transfers of beneficial ownership in any Note represented by a Global Note will be exchangeable effected only (i) with respect to the interests of Participants, through records maintained by the Depository or its nominee for the Global Note and (ii) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership interests in Notes in certificated form registered in such names as the Depositary shall directrepresented by a Global Note may do so only through a Participant.
Appears in 1 contract
Sources: Trust Indenture
Global Notes. Notes corresponding This Section 2.4(b) shall apply 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, the Depositary .
(i) Each Global Note authenticated under this Indenture 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 Purchase Contract Agent pursuant Depository designated for such Global Note or a nominee thereof and delivered to Section 2.03 are issuedsuch Depository or a nominee thereof or custodian therefor, the Company and each such Global Note shall also issue constitute a single Note for all purposes of this Indenture. The Notes may be represented by one or more Global Notes.
(ii) Notwithstanding any other provision in this Indenture, registered no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary Depository for such Global Note or its nominee, each having a zero principal balance. Upon nominee thereof unless (A) such Depository (1) has notified the creation of Treasury Units, or the recreation of Corporate Units or in any other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository for the such Global Notes Note or if at any time the Depositary ceases (2) has ceased to be a clearing agency registered under the Exchange Act, and the Company has and, in either case, a successor Depository is not appointed a successor Depositary within 90 days of thereof, (B) the Issuer executes and delivers to the Trustee an Issuer Order providing that notice or of its becoming aware of such cessation Global Note shall be so transferable, registrable and exchangeable, and such transfers shall be registrable or (yC) upon recreation there shall have occurred and be continuing an Event of Corporate Units; provided that Default with respect to the 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 Notes registered only in certificated form so 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 Notes may be made in whole or in part, and all 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 be reflect on its books and records the date and decrease in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate the principal amount and tenor as of the portion Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be exchangedtransferred, 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. Except as provided aboveIn connection with the transfer of the entire Global Note to beneficial owners in exchange for a Physical Note, owners 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 Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note will not or any portion thereof, whether pursuant to this Section, Section 2.3 or 3.5 hereof or otherwise, shall be entitled to receive physical delivery authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of Notes in certificated form and will not be considered a Person other than the Holders thereof Depository 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directthereof.
Appears in 1 contract
Global Notes. 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 (i) Each Global Note will be issued in permanent global form (a “Global Note”), and if issued as one or more Global Notes, 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 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 Depositary or its nomineenominee and, each having so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.
(ii) Each Global Note will be delivered to the Trustee as custodian for the Depositary. Transfers of a zero principal balance. Upon Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the creation Depositary, its successors or their respective nominees, except as set forth in paragraph (b)(iv) of Treasury Units, or this Section.
(iii) Agent Members will have no rights under the recreation of Corporate Units or in Indenture with respect to any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made Global Note held on the Schedule of Increases and Decreases in Note on the Global Notes held their behalf by the Depositary. Notes represented , and 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 Notes Note for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may 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 the Notes, and nothing herein will be exchangeable for Notes in certificated form only impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.
(iv) If (x) if the Depositary (1) notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed by the Global Notes Company within 90 days of the notice or if at any time the Depositary ceases (2) has ceased to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or (y) upon recreation an Event of Corporate Units; provided Default has occurred and is continuing and the Trustee has received a request from the Depositary, or (z) the Company, at its option, notifies the Trustee in writing that it elects to cause the Notes in issuance of certificated form so issued in notes, the Trustee will promptly 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 each beneficial interest in a Global Note will not be entitled to receive physical delivery for one or more certificated notes of Notes the applicable Series in certificated form and will not be considered authorized denominations having an equal aggregate principal amount registered in the Holders thereof for any purpose under name of the Indenture. Unless and until owner of such Global Note is exchanged for Notes in certificated formbeneficial interest, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be made, only as identified to the Depositary or a nominee of Trustee by the Depositary, or to a successor Depositary selected or approved by and thereupon the Company or to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of will be deemed canceled. Each certificated note issued in exchange therefor will bear the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall directRestricted Legend.
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Sources: Senior Indenture (Aes Corporation)
Global Notes. Rule 144A 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 shall be issued initially in the form of one or more permanent global form Global Notes in definitive, fully registered form, numbered RA-1 upward (a collectively, the “Rule 144A Global Note”), ) and if Regulation S Notes shall be issued as initially in the form of one or more Global Notes, numbered RS-1 upward (collectively, the Depositary “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be The Depository Trust Company or such other depositary as any officer deposited on behalf of the Company may from time to time designate. On the date on which purchasers of the Notes represented thereby with the Notes Custodian, and 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 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 other case where the 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 Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of 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, 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 duly executed by the Company and authenticated by the Trustee as provided in the Indenture. One or to more 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 at the request of the Trustee, deposited with the Notes Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company 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. The Rule 144A Global Note, the IAI 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 successor Depositaryof 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 that is exchangeable pursuant to clause (xreflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall 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 2.2(b) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depositary shall direct.Appendix A.
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