Global Registered Notes Clause Samples

Global Registered Notes. In accordance with the written instructions and the applicable Final Terms or Securities Note (as the case may be), the Fiscal Agent shall: (a) with respect to Global Registered Notes to be issued under the CSS, prepare, complete, by appending the Final Terms to the executed blank Note previously delivered by the Issuer, and authenticate a Global Registered Note for each tranche which the relevant Issuer has agreed to sell, the settlement for which tranche is to occur on the settlement date. The Global Registered Note will be registered in the name of and delivered to the Common Depositary. The Fiscal Agent will also give instructions to Euroclear or Clearstream, Luxembourg to credit the Notes represented by such Global Registered Note delivered to such Common Depositary to the Fiscal Agent’s distribution account at Euroclear or Clearstream, Luxembourg, as the case may be; or (b) with respect to Global Registered Notes to be issued under the NSS, prepare, complete, by appending the Final Terms to the executed blank Note previously delivered by the Issuer, and authenticate a Global Registered Note for each tranche which the relevant Issuer has agreed to sell, the settlement for which tranche is to occur on the settlement date. The Global Registered Note will then be registered in the name of and delivered to the specified Common Safekeeper and, in the case of a Global Registered Note which is intended to be a Eurosystem-eligible NSS, the Fiscal Agent will instruct the Common Safekeeper to effectuate the same. The Fiscal Agent will also give instructions to Euroclear or Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant tranche of Notes and to credit the Notes represented by such Global Registered Note delivered to such Common Safekeeper to the Fiscal Agent’s distribution account at Euroclear or Clearstream, Luxembourg, as the case may be. The Principal Paying Agent shall pay the relevant Issuer the aggregate net proceeds received by it in immediately available funds via a transfer of funds to the account of the relevant Issuer maintained at a bank selected by such Issuer notified to the Principal Paying Agent from time to time in writing.

Global Registered Notes. The receipt by the relevant Issuer of immediately available funds in exchange for (i) in the case of a Global Registered Note held under the CSS, an authenticated Global Registered Note, authenticated by, and registered in the name of, a nominee for the Common Depositary, or (ii) in the case of a Global Registered Note issued under the NSS, the delivery of an authenticated Global Registered Note to, and which is then effectuated by, and registered in the name of a nominee for, the Common Safekeeper, in each case shall constitute “settlement” with respect to such Global Registered Note.

Global Registered Notes unless one or more Master Global Registered Notes are to be used and the Issuer shall have provided such documents to the Registrar pursuant to Clause 4.2 (Master Global Notes), ensure that there is delivered to the Registrar an appropriate Global Registered Note (in unauthenticated (and, if applicable, uneffectuated) form but executed on behalf of the Issuer and otherwise complete) in relation to each relevant Tranche.

Global Registered Notes. (i) Unless otherwise provided pursuant to Section 2.4., a Global Registered Note shall not be exchanged in whole or in part for a Note registered in the name of any person other than DTC or one or more nominees thereof; provided that a Global Registered Note may be exchanged in whole and not in part for Notes of the same Series registered in the names of any person designated by DTC in the event that (x) such Depositary has notified the Issuer or the Trustee that it is unwilling or unable to continue as Depositary for such Global Registered Note or such Depositary has ceased to be a "clearing agency" registered under the Exchange Act at a time when it is required to be, and a successor depositary is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that the Depositary is no longer so registered or (y) the Issuer, at its option, elects to terminate the book-entry system through the Depositary, with respect to Registered Notes in global form or (z) an Event of Default (as defined in such Note) with respect to such Note, shall have occurred and be continuing and Agent Members owning more than 25% of the aggregate principal amount of the Notes represented by such Global Registered Note shall have advised the Trustee through the Depositary in writing that the continuation of a book-entry system through such Depositary (or a successor thereof) with respect to such Global Registered Note is no longer required. The Trustee shall immediately notify the Issuer of such event. Unless registered in the name of a Person other than the applicable Depositary or its nominee, any Note issued in exchange for a Global Registered Note shall be a Global Registered Note.

Global Registered Notes. If, as specified pursuant to Section 2.4., the Issuer issues Notes of any Series represented, in whole or in part, by a Global Registered Note that is deposited with or on behalf of the Depositary or a nominee thereof for credit to the respective accounts of the beneficial owners of the Notes represented thereby (or to such other accounts as they may direct), the provisions of this Section 2.2.(b) shall apply. (i) If the Issuer shall establish pursuant to Section 2.4. that Notes of a Series are to be issued in whole or in part in the form of one or more Global Registered Notes, then the Issuer shall execute and the Trustee shall authenticate and deliver in accordance with Section 2.5. one or more Global Registered Notes that (A) shall be registered in the name of the Depositary or its nominee, (B) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instructions and (C) shall bear legends substantially to the following effect: "UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE OR ANY PORTION HEREOF 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 OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST." "THIS NOTE IS A GLOBAL REGISTERED NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. THIS GLOBAL REGISTERED NOTE MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN SECTION 2.10.(b) OF THE INDENTURE, AND MAY NOT BE TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.9.(b) OF THE INDENTURE. BENEFICIAL INTERESTS IN THIS GLOBAL REGISTERED NOTE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 2.9.(b) OF THE INDENTURE." (ii) Neither any members of, or participants in, a Depositary Agent Members nor any other persons on whose behalf Agent Members may act (including Euroclear and Cedel and account holders and participa...

Global Registered Notes. (i) Notes of a Series that are initially offered and sold (i) in the United States in reliance on Rule 144A as provided in the Program Agreement or (ii) in offshore transactions in reliance on Regulation S as provided in the Program Agreement, shall be represented by a Global Registered Note, which shall be deposited, on or prior to the Issue Date of such Notes, on behalf of the subscribers for the Notes represented thereby, with or on behalf of and registered in the name of the Depositary, duly executed and authenticated as provided herein for credit on the Issue Date to the accounts of the relevant Dealer or Dealers (or to such other accounts as they may direct) at the TASECH. (ii) Each Global Registered Note shall bear a legend substantially to the following effect: “TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO ISRAEL DISCOUNT BANK REGISTRATION COMPANY LTD. AS DEPOSITARY FOR THE TEL AVIV STOCK EXCHANGE CLEARING HOUSE LTD. OR TO A SUCCESSOR THEREOF, AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 12.2 OF THE FISCAL AGENCY AGREEMENT REFERRED TO ON THE REVERSE HEREOF.”

Global Registered Notes. Each Global Registered Note shall: 3.2.1 Form: be in substantially the form set out in (in the case of a Global Registered Note issued by AstraZeneca PLC) Schedule 3 Part A (Form of Global Registered Note for AstraZeneca PLC) to the Trust Deed and (in the case of a Global Registered Note issued by AstraZeneca Finance LLC) Schedule 3 Part C (Form of Registered Global Note for AstraZeneca Finance LLC to the Trust Deed but with such modifications, amendments and additions as the Relevant Dealer, the Relevant Issuer, the Trustee and the Registrar shall have agreed; 3.2.2 Conditions: have the Conditions attached thereto or incorporated by reference therein;

Global Registered Notes. (a) [Reserved.] (b) Interests in a Global Registered Note deposited with the Depositary pursuant to Section 4.2(b) hereof shall be exchanged for Definitive Registered Notes only if such exchange (x) is effected in accordance with the Applicable Procedures and complies with Sections 12.2 and 12.3 hereof, and (i) the TASECH is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or the TASECH announces intentions to cease business permanently or does in fact do so or