Issuance of Definitive Notes Clause Samples
The 'Issuance of Definitive Notes' clause outlines the conditions and procedures under which physical, paper-based notes (as opposed to electronic or global notes) will be issued to holders. Typically, this clause specifies the circumstances that trigger the issuance of definitive notes, such as the occurrence of certain events like the closure of a clearing system or a default by the issuer, and details the process for exchanging global notes for definitive ones. Its core practical function is to ensure that investors can obtain tangible proof of their holdings when electronic systems are unavailable or impractical, thereby safeguarding their rights and interests in exceptional situations.
Issuance of Definitive Notes. Beneficial interests in Notes issued in global form shall be subject to exchange for definitive Notes only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC or ▇▇▇▇▇▇▇ Mac advise the Global Agent in writing that DTC is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depositary with respect to the DTC Notes and ▇▇▇▇▇▇▇ Mac (or its agent) is unable to locate a successor; (ii) in the case of a particular DTC Note or Common Depositary Note, if all of the systems through which it is cleared or settled are closed for business for a continuous period of 14 calendar days (other than by reason of holidays, statutory or otherwise) or are permanently closed for business or have announced an intention to permanently cease business and in any such situations ▇▇▇▇▇▇▇ Mac is unable to locate a single successor within 90 calendar days of such closure; or (iii) after the occurrence of an Event of Default, Holders of Notes having voting rights aggregating not less than a majority of all voting rights evidenced by the DTC Notes and Common Depository Notes advise the Global Agent and DTC through the Financial Intermediaries and the DTC Participants in writing that the continuation of a book-entry system through DTC (or successor thereto) is no longer in the best interests of such Holders. In such circumstances, ▇▇▇▇▇▇▇ Mac shall cause sufficient definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of ▇▇▇▇▇▇▇ Mac receiving notice of the occurrence of such circumstances) to the Global Agent or its agent for completion, authentication and delivery to the relevant registered holders of such definitive Notes. A person having an interest in a DTC Note or Common Depositary Note issued in global form shall provide ▇▇▇▇▇▇▇ Mac or the Global Agent with a written order containing instructions and such other information as ▇▇▇▇▇▇▇ Mac or the Global Agent may require to complete, execute and deliver such definitive Notes in authorized denominations. In the event that definitive Notes are issued in exchange for Notes issued in global form, such definitive Notes shall have terms identical to the Notes for which they were exchanged except as described below.
Issuance of Definitive Notes. Beneficial interests in Notes issued in global form shall be subject to exchange for definitive Notes only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC notifies ▇▇▇▇▇▇▇ Mac (or its agent) that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to such DTC Note, or ceases to be a “clearing agency” registered under the Exchange Act (if so required), or is at any time no longer eligible to act as such, and in each case ▇▇▇▇▇▇▇ Mac (or its agent) is unable to locate a successor within 90 calendar days of receiving such notice on the part of DTC;
Issuance of Definitive Notes. (a) A Global Note deposited with the Depository or with the Securities Custodian pursuant to Section 1.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.03 and (i) the Depository notifies the Companies that it is unwilling or unable to continue as Depository for such Global Note or if at any time such Depository ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary is not appointed by the Companies within 90 days of such notice, (ii) an Event of Default has occurred and is continuing or (iii) the Companies, in their sole discretion, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes under this First Supplemental Indenture.
(b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.09 shall be surrendered by the Depository to the Trustee located in New York, New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.09 shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depository shall direct. Any Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.05, bear the restricted notes legend set forth in Exhibit A hereto.
(c) Subject to the provisions of this Section 2.09, the registered Holder of a 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 that a Holder is entitled to take under this First Supplemental Indenture or the Indenture or the Notes.
(d) In the event of the occurrence of any of the events specified in Section 2.09(a), the Companies will promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons.
Issuance of Definitive Notes. The Notes shall be issued in definitive, fully registered form (“Definitive Notes”).
Issuance of Definitive Notes. If Book-Entry Notes have been issued with respect to any Class and (a) the Issuer advises the Trustee that the Security Depository is no longer willing or able to discharge properly its responsibilities with respect to such Class and the Trustee or the Issuer is unable to locate a qualified successor, (b) the Issuer at its option elects to terminate the book-entry system through DTC, or (c) after the occurrence of an Event of Default, Noteholders of not less than 50% of the Outstanding Note Balance of Notes of any Class advise the Trustee and DTC that it is no longer in the best interests of such Class to have the Notes of such Class in book-entry form, then upon surrender to the Trustee of any such Notes by the Security Depository, accompanied by registration instructions from the Security Depository for registration of Definitive Notes, the Issuer shall execute and the Trustee shall authenticate and the Note Registrar shall deliver such Definitive Notes to the applicable Noteholders. Neither the Issuer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. The Trustee shall recognize the Holders of such Definitive Notes as Noteholders hereunder.
Issuance of Definitive Notes. Beneficial interests in Notes issued in global form shall be subject to exchange for definitive Notes only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC or ▇▇▇▇▇▇▇ Mac advise the Global Agent in writing that DTC is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depository with respect to the DTC Notes and ▇▇▇▇▇▇▇ Mac (or its agent) is unable to locate a successor;
Issuance of Definitive Notes. On any Closing Date, the Company will issue Note Certificates to all qualified Persons whose subscriptions are accepted by the Company in the Offering. Notes shall be issued in minimum principal amounts of $60,000 (per $50,000 Offering subscription) and integral multiples of $6,000 (per $5,000 Offering subscription) in excess thereof. The Company shall have the option in its sole discretion to issue Notes in principal amounts less than $60,000. The Notes shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the Company may determine. 4 The Notes shall be dated as of the date of their issue, except that any Note issued upon the transfer, exchange or substitution of another Note shall be dated the date of its original authentication.
Issuance of Definitive Notes. Section 2.01(e) is hereby amended by adding the following new clause (vii) at the end thereof:
Issuance of Definitive Notes. In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Definitive Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Note of like tenor and principal amount of authorized denominations.
Issuance of Definitive Notes. On the Closing Date, the Company will issue Notes to all qualified Persons whose subscriptions are accepted by the Company in the Offering. Notes shall be issued in minimum principal amounts of $250,000 and integral multiples of $25,000 in excess thereof. The Company shall have the option in its sole discretion to issue Notes in principal amounts less than $250,000. The Notes shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the Company may determine. The Notes shall be dated as of the date of the Closing Date, except that any Note issued upon the transfer, exchange or substitution of another Note shall be dated the date of its original authentication.