Registration Restrictions on Transfer. (a) The Issuer shall cause to be maintained by the Note Registrar a register which, subject to such reasonable regulations as the Issuer may prescribe, shall provide for the registration of Notes and for the registration of transfers and exchanges of Notes. This register and, if there shall be more than one Note Registrar, the combined registers maintained by all such Note Registrars, are herein sometimes referred to as the “Note Register”. The Trustee is hereby appointed the initial Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. Upon any resignation or removal of the Note Registrar, the Issuer shall promptly appoint a successor, or in the absence of such appointment, assume the duties of such Note Registrar. The Issuer may appoint one or more co-registrars. (b) If a Person other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Trustee prompt written notice of the appointment of a Note Registrar and of the location, and any change in the location of the Note Register, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon such Note Register as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. (c) The Global Note shall be exchangeable for certificated, non-global Notes, without coupons and delivered to and registered in the name of Persons named by DTC, rather than DTC or a nominee for DTC, if (i) the Issuer advises the Trustee in writing that DTC is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or has announced an intention permanently to cease business; or (ii) after the occurrence and during the continuation of a Default or an Event of Default, the Majority Noteholders shall so advise the Trustee by written request; provided, that in no event shall the Global Note be exchanged for Notes in certificated, non-global form prior to the expiration of the Distribution Compliance Period. (d) Upon the occurrence of any of the events in clause (c) above, the Trustee shall, by forwarding any notice received from the Issuer to DTC, be deemed to have notified all Persons who hold a beneficial interest in the Global Note through participants in DTC or beneficial owners through participants in DTC of the availability of definitive Notes. Upon surrender of the Global Note and receipt of instructions for re-registration, the Issuer will execute and the Trustee will authenticate certificated, non-global Notes to be exchanged by the Note Registrar in an equal aggregate principal amount of certificated, non-global Notes being surrendered. (e) Notwithstanding any other provision of this Indenture or the Notes, transfers and exchanges of Restricted Notes and Regulation S Notes or beneficial interests therein, as the case may be shall be made only in accordance with this Section 2.13(e): (i) If the owner of a beneficial interest in the Restricted Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this clause (e)(i) and clause (e)(iii) below and subject to the Applicable Procedures. Upon receipt by the Note Registrar, of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Regulation S Global Note in a specified principal amount be credited to a specified Agent Member’s account with DTC, and that a beneficial interest in the Restricted Global Note in an equal principal amount be debited from a specified Agent Member’s account with DTC and (B) a Regulation S Certificate (a “Regulation S Certificate”) in the form set forth in Exhibit E, and duly executed by the Agent Member owner of such beneficial interest in the Restricted Global Note or his attorney duly authorized in writing, then the Note Registrar, but subject to clause (e)(iii) below, shall reduce the principal amount of the Restricted Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount as provided in Section 2.5(d). Any beneficial interest in the Restricted Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Regulation S Global Note will, upon transfer, cease to be an interest in the Restricted Global Note and will become an interest in the Regulation S Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Regulation S Global Note. (ii) If the owner of a beneficial interest in the Regulation S Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (e)(ii) and subject to the Applicable Procedures. Upon receipt by the Note Registrar of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Restricted Global Note in a specified principal amount be credited to a specified Agent Member’s account with DTC and that a beneficial interest in the Regulation S Global Note in an equal principal amount be debited from a specified Agent Member’s account with DTC and (B) if such transfer is to occur during (but only during) the Distribution Compliance Period, a Restricted Securities Certificate (a “Restricted Securities Certificate”) in the form set forth in Exhibit F, and duly executed by the Agent Member owner of such beneficial interest in the Regulation S Global Note or his attorney duly authorized in writing (accompanied, in the case of a transfer under an exemption from the registration requirements under the Securities Act, other than pursuant to Rule 144A or Rule 144 under the Securities Act, by an opinion of counsel stating that such exemption is available to the transferor), then the Note Registrar shall reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Restricted Global Note by such specified principal amount as provided in Section 2.5(d). Any beneficial interest in the Regulation S Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Restricted Global Note will, upon transfer, cease to be an interest in the Regulation S Global Note and will become an interest in the Restricted Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Restricted Global Note. (iii) In the event that a Global Note is exchanged for certificated, non-global Notes pursuant to Section 2.13(c), or, a certificated, non-global Note is exchanged for another such certificated, non-global Note, or a certificated, non-global Note is exchanged for a beneficial interest in a Global Note, such Notes or interests therein may be exchanged or transferred for one another only in accordance with such procedures as are substantially consistent with the provisions of clauses (i) through (ii) above as may be from time to time adopted by the Issuer. (f) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same security and benefits under this Indenture and the Notes, as the Notes surrendered upon such registration of transfer or exchange. (g) Every Note in certificated, non-global form presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer or exchange in form satisfactory to the Issuer and the Note Registrar or any transfer agent, duly executed by the Noteholder thereof or such Noteholder’s attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall, subject to the other terms and conditions of this Article 2, execute, and the Trustee shall authenticate, Global Notes and Notes in definitive form at the Note Registrar’s request. (h) No service charge shall be required of any Noteholders participating in any transfer or exchange of Notes in respect of such transfer or exchange, but the Note Registrar may require payment of a sum sufficient to cover any Tax that may be imposed in connection with any transfer or exchange of Notes, other than exchanges pursuant to Section 2.13(c) not involving any transfer. (i) The transfer and exchange of beneficial interests in a Global Note or of beneficial interests in a Global Note for Notes in certificated, non-global form shall be effected in accordance with the Applicable Procedures (as defined herein). In connection with such a transfer, DTC may require the transferor to deliver, in addition to any other documents required to be delivered pursuant to this Article 2, a written order in accordance with the Applicable Procedures containing information regarding the Agent Member’s account to be credited with a beneficial interest in the Global Note and/or the Agent Member’s account to be debited in an amount equal to the beneficial interest in the Global Note being transferred, as the case may be. “Applicable Procedures” means, with respect to any transfer or transaction involving the Global Note or beneficial interest therein, the rules and procedures of DTC, to the extent applicable to such transaction and as in effect from time to time.
Appears in 1 contract
Sources: Indenture
Registration Restrictions on Transfer. (a) The Issuer shall cause to be maintained by kept at the Note Corporate Trust Office of the Security Registrar a register which, subject to such reasonable regulations as the Issuer may prescribe, shall provide for the registration of Notes Securities and for the registration of transfers and exchanges of NotesSecurities. This register and, if there shall be more than one Note Security Registrar, the combined registers maintained by all such Note Security Registrars, are herein sometimes referred to as the “Note Register”"SECURITY REGISTER". The Trustee is hereby appointed the initial Note Security Registrar for the purpose of registering Notes Securities and transfers and exchanges of Notes Securities as herein provided. Upon any resignation or removal of the Note Security Registrar, the Issuer shall promptly appoint a successor, or in the absence of such appointment, assume the duties of such Note Security Registrar. The Issuer may appoint one or more co-registrars.
(b) If a Person other than the Trustee is appointed by the Issuer as Note Security Registrar, the Issuer will give the Trustee prompt written notice of the appointment of a Note Security Registrar and of the location, and any change in the location of the Note Security Register, and the Trustee shall have the right to inspect the Note Security Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon such Note Security Register as to the names and addresses of the Noteholders Securityholders and the principal amounts and numbers of such NotesSecurities.
(c) The Notwithstanding any other provision in this Indenture, no Global Note Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless: (i) such Depositary notifies the Issuer that it is unwilling or unable to continue as a depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act; (ii) the Issuer in its discretion at any time determines not to have all the Securities represented by such Global Security; (iii) there shall have occurred and be exchangeable continuing a Payment Default with respect to the Securities represented by such Global Security; or (iv) upon any winding-up, insolvency, dissolution or liquidation of the Issuer. If the Issuer receives a notice of the kind specified in subclause (i) of this clause (c) or has delivered an Issuer Order to the effect specified in subclause (ii) of this clause (c), it may, in its sole discretion, designate a successor Depositary for certificatedsuch Global Security within 60 (sixty) days after receiving such notice or delivery of such order, non-global Notesas the case may be. If the Issuer designates a successor Depositary as aforesaid, without coupons and delivered to and such Global Security shall promptly be exchanged in whole for one or more other Global Securities registered in the name of Persons named by DTCthe successor Depositary, rather than DTC whereupon such designated successor shall be the Depositary for such successor Global Security or a nominee for DTC, if (i) Global Securities and the Issuer advises the Trustee in writing that DTC is closed for business for a continuous period provisions of 14 days (other than by reason of legal holidays) or has announced an intention permanently this Section concerning Global Securities shall continue to cease business; or (ii) after the occurrence and during the continuation of a Default or an Event of Default, the Majority Noteholders shall so advise the Trustee by written request; provided, that in no event shall the Global Note be exchanged for Notes in certificated, non-global form prior to the expiration of the Distribution Compliance Periodapply thereto.
(d) Upon the occurrence of any of the events in clause (c) above, the Trustee shall, by forwarding any notice received from the Issuer to DTC, Euroclear or Clearstream, Luxembourg, be deemed to have notified all Persons who hold a beneficial interest in the relevant Global Note Security through participants in DTC DTC, Euroclear or Clearstream, Luxembourg or beneficial owners through participants in DTC DTC, Euroclear or Clearstream, Luxembourg of the availability of definitive NotesSecurities. Upon surrender of the relevant Global Note Security and receipt of instructions for re-registration, the Issuer Security Registrar will execute and exchange the Trustee will authenticate certificated, non-global Notes to be exchanged by the Note Registrar in relevant Global Security for an equal aggregate principal amount of certificated, non-global Notes being surrendereddefinitive Securities.
(e) Notwithstanding any other provision of this Indenture or the NotesSecurities, transfers and exchanges of Restricted Notes Securities and Regulation S Notes Securities or beneficial interests therein, as the case may be be, shall be made only in accordance with this Section 2.13(e):
(i) If the owner of a beneficial interest in the Restricted Global Note Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global NoteSecurity, such transfer may be effected only in accordance with the provisions of this clause (e)(i) and clause (e)(iiie)(vii) below and subject to the Applicable Procedures. Upon receipt by the Note Security Registrar, of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Regulation S Global Note Security in a specified principal amount be credited to a specified Agent Member’s 's account with DTC, and that a beneficial interest in the Restricted Global Note Security in an equal principal amount be debited from a specified Agent Member’s 's account with DTC and (B) a Regulation S Certificate (a “Regulation "REGULATION S Certificate”CERTIFICATE") in the form set forth in Exhibit ED, and duly executed by the Agent Member owner of such beneficial interest in the Restricted Global Note Security or his attorney duly authorized in writing, then the Note Security Registrar, but subject to clause (e)(iii) below, shall reduce the principal amount of the Restricted Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount as provided in Section 2.5(d). Any beneficial interest in the Restricted Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Regulation S Global Note will, upon transfer, cease to be an interest in the Restricted Global Note and will become an interest in the Regulation S Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Regulation S Global Note.
(ii) If the owner of a beneficial interest in the Regulation S Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (e)(ii) and subject to the Applicable Procedures. Upon receipt by the Note Registrar of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Restricted Global Note in a specified principal amount be credited to a specified Agent Member’s account with DTC and that a beneficial interest in the Regulation S Global Note in an equal principal amount be debited from a specified Agent Member’s account with DTC and (B) if such transfer is to occur during (but only during) the Distribution Compliance Period, a Restricted Securities Certificate (a “Restricted Securities Certificate”) in the form set forth in Exhibit F, and duly executed by the Agent Member owner of such beneficial interest in the Regulation S Global Note or his attorney duly authorized in writing (accompanied, in the case of a transfer under an exemption from the registration requirements under the Securities Act, other than pursuant to Rule 144A or Rule 144 under the Securities Act, by an opinion of counsel stating that such exemption is available to the transferor), then the Note Registrar shall reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Restricted Global Note by such specified principal amount as provided in Section 2.5(d). Any beneficial interest in the Regulation S Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Restricted Global Note will, upon transfer, cease to be an interest in the Regulation S Global Note and will become an interest in the Restricted Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Restricted Global Note.
(iii) In the event that a Global Note is exchanged for certificated, non-global Notes pursuant to Section 2.13(c), or, a certificated, non-global Note is exchanged for another such certificated, non-global Note, or a certificated, non-global Note is exchanged for a beneficial interest in a Global Note, such Notes or interests therein may be exchanged or transferred for one another only in accordance with such procedures as are substantially consistent with the provisions of clauses (i) through (ii) above as may be from time to time adopted by the Issuer.
(f) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same security and benefits under this Indenture and the Notes, as the Notes surrendered upon such registration of transfer or exchange.
(g) Every Note in certificated, non-global form presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer or exchange in form satisfactory to the Issuer and the Note Registrar or any transfer agent, duly executed by the Noteholder thereof or such Noteholder’s attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall, subject to the other terms and conditions of this Article 2, execute, and the Trustee shall authenticate, Global Notes and Notes in definitive form at the Note Registrar’s request.
(h) No service charge shall be required of any Noteholders participating in any transfer or exchange of Notes in respect of such transfer or exchange, but the Note Registrar may require payment of a sum sufficient to cover any Tax that may be imposed in connection with any transfer or exchange of Notes, other than exchanges pursuant to Section 2.13(c) not involving any transfer.
(i) The transfer and exchange of beneficial interests in a Global Note or of beneficial interests in a Global Note for Notes in certificated, non-global form shall be effected in accordance with the Applicable Procedures (as defined herein). In connection with such a transfer, DTC may require the transferor to deliver, in addition to any other documents required to be delivered pursuant to this Article 2, a written order in accordance with the Applicable Procedures containing information regarding the Agent Member’s account to be credited with a beneficial interest in the Global Note and/or the Agent Member’s account to be debited in an amount equal to the beneficial interest in the Global Note being transferred, as the case may be. “Applicable Procedures” means, with respect to any transfer or transaction involving the Global Note or beneficial interest therein, the rules and procedures of DTC, to the extent applicable to such transaction and as in effect from time to time.to
Appears in 1 contract
Sources: Indenture (Bank Bradesco)
Registration Restrictions on Transfer. (a) The Issuer shall cause to be maintained by the Note Registrar a register which, subject to such reasonable regulations as the Issuer may prescribe, shall provide for the registration of Notes and for the registration of transfers and exchanges of Notes. This register and, if there shall be more than one Note Registrar, the combined registers maintained by all such Note Registrars, are herein sometimes referred to as the “Note Register”. The Trustee is hereby appointed the initial Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. Upon any resignation or removal of the Note Registrar, the Issuer shall promptly appoint a successor, or in the absence of such appointment, assume the duties of such Note Registrar. The Issuer may appoint one or more co-registrars.
(b) If a Person other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Trustee prompt written notice of the appointment of a Note Registrar and of the location, and any change in the location of the Note Register, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon such Note Register as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes.
(c) The A Global Note shall be exchangeable for certificated, non-global Notes, without coupons and delivered to and registered in the name of Persons named by DTC, rather than DTC or a nominee for DTC, if (i) the Issuer advises the Trustee in writing that DTC is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or has announced an intention permanently to cease business; or (ii) after the occurrence and during the continuation of a Default or an Event of Default, the Majority Noteholders shall so advise the Trustee by written request; provided, that in no event shall the any Regulation S Global Note be exchanged for Notes in certificated, non-global form prior to the expiration of the Distribution Compliance Period.
(d) Upon the occurrence of any of the events in clause (c) above, the Trustee shall, by forwarding any notice received from the Issuer to DTC, be deemed to have notified all Persons who hold a beneficial interest in the a Global Note through participants in Agent Members of DTC or beneficial owners through participants in Agent Members of DTC of the availability of definitive certificated, non-global Notes. Upon surrender of the a Global Note and receipt of instructions for re-registration, the Issuer will execute and the Trustee Trustee, upon receipt of an Issuer Order, will authenticate certificated, non-global Notes to be exchanged by the Note Registrar in an equal aggregate principal amount of certificated, non-global Notes being surrendered.
(e) Notwithstanding any other provision of this Indenture or the Notes, transfers and exchanges of Restricted Notes and Regulation S Notes or beneficial interests therein, as the case may be be, shall be made only in accordance with this Section 2.13(e):
(i) If the owner of a beneficial interest in the Restricted Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this clause (e)(i) and clause (e)(iii) below and subject to the Applicable Procedures. “Applicable Procedures” means, with respect to any transfer or transaction involving the Global Note or beneficial interest therein, the rules and procedures of DTC, to the extent applicable to such transaction and as in effect from time to time. Upon receipt by the Note Registrar, of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Regulation S Global Note in a specified principal amount be credited to a specified Agent Member’s account with DTC, and that a beneficial interest in the Restricted Global Note in an equal principal amount be debited from a specified Agent Member’s account with DTC and (B) a Regulation S Certificate (a “Regulation S Certificate”) in the form set forth in Exhibit E, and duly executed by the Agent Member owner of such beneficial interest in the Restricted Global Note or his attorney duly authorized in writing, then the Note Registrar, but subject to clause (e)(iii) below, shall reduce the principal amount of the Restricted Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount as provided in Section 2.5(d). Any beneficial interest in the Restricted Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Regulation S Global Note will, upon transfer, cease to be an interest in the Restricted Global Note and will become an interest in the Regulation S Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Regulation S Global Note.
(ii) If the owner of a beneficial interest in the Regulation S Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (e)(ii) and subject to the Applicable Procedures. Upon receipt by the Note Registrar of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Restricted Global Note in a specified principal amount be credited to a specified Agent Member’s account with DTC and that a beneficial interest in the Regulation S Global Note in an equal principal amount be debited from a specified Agent Member’s account with DTC and (B) if such transfer is to occur during (but only during) the Distribution Compliance Period, a Restricted Securities Certificate (a “Restricted Securities Certificate”) in the form set forth in Exhibit F, and duly executed by the Agent Member owner of such beneficial interest in the Regulation S Global Note or his attorney duly authorized in writing (accompanied, in the case of a transfer under an exemption from the registration requirements under the Securities Act, other than pursuant to Rule 144A or Rule 144 under the Securities Act, by an opinion of counsel stating that such exemption is available to the transferor), then the Note Registrar shall reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Restricted Global Note by such specified principal amount as provided in Section 2.5(d). Any beneficial interest in the Regulation S Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Restricted Global Note will, upon transfer, cease to be an interest in the Regulation S Global Note and will become an interest in the Restricted Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Restricted Global Note.
(iii) In the event that a Global Note is exchanged for certificated, non-global Notes pursuant to Section 2.13(c), or, a certificated, non-global Note is exchanged for another such certificated, non-global Note, or a certificated, non-global Note is exchanged for a beneficial interest in a Global Note, such Notes or interests therein may be exchanged or transferred for one another only in accordance with such procedures as are substantially consistent with the provisions of clauses (i) through (ii) above as may be from time to time adopted by the Issuer.
(f) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same security and benefits under this Indenture and the Notes, as the Notes surrendered upon such registration of transfer or exchange.
(g) Every Note in certificated, non-global form presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer or exchange in form satisfactory to the Issuer and the Note Registrar or any transfer agent, duly executed by the Noteholder thereof or such Noteholder’s attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall, subject to the other terms and conditions of this Article 2, execute, and the Trustee shall authenticate, Global Notes and Notes in definitive form at the Note Registrar’s request.
(h) No service charge shall be required of any Noteholders participating in any transfer or exchange of Notes in respect of such transfer or exchange, but the Note Registrar may require payment of a sum sufficient to cover any Tax that may be imposed in connection with any transfer or exchange of Notes, other than exchanges pursuant to Section 2.13(c) not involving any transfer.
(i) The transfer and exchange of beneficial interests in a Global Note or of beneficial interests in a Global Note for Notes in certificated, non-global form shall be effected in accordance with the Applicable Procedures (as defined herein). In connection with such a transfer, DTC may require the transferor to deliver, in addition to any other documents required to be delivered pursuant to this Article 2, a written order in accordance with the Applicable Procedures containing information regarding the Agent Member’s account to be credited with a beneficial interest in the Global Note and/or the Agent Member’s account to be debited in an amount equal to the beneficial interest in the Global Note being transferred, as the case may be. “Applicable Procedures” means, with respect to any transfer or transaction involving the Global Note or beneficial interest therein, the rules and procedures of DTC, to the extent applicable to such transaction and as in effect from time to time.
Appears in 1 contract
Sources: Indenture
Registration Restrictions on Transfer. (a) The Issuer shall cause to be maintained by kept at the Corporate Trust Office of the Note Registrar a register which, subject to such reasonable regulations as the Issuer may prescribe, shall provide for the registration of Notes and for the registration of transfers and exchanges of Notes. This register and, if there shall be more than one Note Registrar, the combined registers maintained by all such Note Registrars, are herein sometimes referred to as the “"Note Register”". The Trustee is hereby appointed the initial Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. Upon any resignation or removal of the Note Registrar, the Issuer shall promptly appoint a successor, or in the absence of such appointment, assume the duties of such Note Registrar. The Issuer may appoint one or more co-registrars.
(b) If a Person other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Trustee prompt written notice of the appointment of a Note Registrar and of the location, and any change in the location of the Note Register, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon such Note Register as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes.
(c) The Except as otherwise provided herein, transfer of any Restricted Global Note shall be exchangeable limited to transfers in whole, but not in part, to DTC, its successors or their respective nominees. Any Restricted Global Note shall be exchanged for certificated, non-global definitive Notes, without coupons coupons, and delivered to and registered in the name of Persons named by DTC, rather than DTC or a to the nominee for DTC, if (i) the Issuer advises the Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as Registered Depositary with respect to the Notes or that DTC has ceased to be a clearing agency registered under the Exchange Act, and, in either case, the Issuer is unable to appoint a qualified successor within 90 days after notice from DTC or after the Issuer becomes aware of such cessation, (ii) the Issuer, at its option, elects to terminate the book-entry system through DTC with respect to the Notes and cause issuance of certificated Notes or (iii) after the occurrence and during the continuation of a Default or an Event of Default, DTC or beneficial owners holding interests representing an aggregate principal amount of Notes of more than 50% of the Notes represented by the Restricted Global Note shall so advise the Trustee by written request.
(d) Any Regulation S Global Note shall be exchangeable for definitive Notes, without coupons and delivered to and registered in the name of Persons named by Euroclear and Clearstream, rather than to the nominee for Euroclear and Clearstream, if (i) the Issuer advises the Trustee in writing that Euroclear or Clearstream is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or has announced an intention permanently to cease business; or (ii) after the occurrence and during the continuation of a Default or an Event of Default, Euroclear or Clearstream or beneficial owners holding interests representing an aggregate principal amount of Notes of more than 50% of the Majority Noteholders Notes represented by the Regulation S Global Note shall so advise the Trustee by written request; provided, that in no event shall the a Regulation S Global Note be exchanged for Notes in certificated, non-global definitive form prior to the expiration of the Distribution Compliance Period.
(de) Upon the occurrence of any of the events in clause clauses (c) and (d) above, the Trustee shall, by forwarding any notice received from the Issuer to DTC, Euroclear or Clearstream, be deemed to have notified all Persons who hold a beneficial interest in the relevant Global Note through participants in DTC DTC, Euroclear or Clearstream or beneficial owners through participants in DTC DTC, Euroclear or Clearstream of the availability of definitive Notes. Upon surrender of the relevant Global Note and receipt of instructions for re-registration, the Issuer will execute and the Trustee will authenticate certificated, non-global Notes to be exchanged by the Note Registrar in will exchange the relevant Global Note for an equal aggregate principal amount of certificated, non-global Notes being surrendereddefinitive Notes.
(ef) Notwithstanding any other provision of this Indenture or the Notes, transfers and exchanges of Restricted Notes and Regulation S Notes or beneficial interests therein, as the case may be be, shall be made only in accordance with this Section 2.13(e2.13(f):
(i) If the owner of a beneficial interest in the Restricted Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this clause (e)(i) and clause (e)(iii) below and subject to the Applicable Procedures. Upon receipt by the Note Registrar, of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Regulation S Global Note in a specified principal amount be credited to a specified Agent Member’s account with DTC, and that a beneficial interest in the Restricted Global Note in an equal principal amount be debited from a specified Agent Member’s account with DTC and (B) a Regulation S Certificate (a “Regulation S Certificate”) in the form set forth in Exhibit E, and duly executed by the Agent Member owner of such beneficial interest in the Restricted Global Note or his attorney duly authorized in writing, then the Note Registrar, but subject to clause (e)(iii) below, shall reduce the principal amount of the Restricted Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount as provided in Section 2.5(d). Any beneficial interest in the Restricted Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Regulation S Global Note will, upon transfer, cease to be an interest in the Restricted Global Note and will become an interest in the Regulation S Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Regulation S Global Note.
(ii) If the owner of a beneficial interest in the Regulation S Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (e)(ii) and subject to the Applicable Procedures. Upon receipt by the Note Registrar of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Restricted Global Note in a specified principal amount be credited to a specified Agent Member’s account with DTC and that a beneficial interest in the Regulation S Global Note in an equal principal amount be debited from a specified Agent Member’s account with DTC and (B) if such transfer is to occur during (but only during) the Distribution Compliance Period, a Restricted Securities Certificate (a “Restricted Securities Certificate”) in the form set forth in Exhibit F, and duly executed by the Agent Member owner of such beneficial interest in the Regulation S Global Note or his attorney duly authorized in writing (accompanied, in the case of a transfer under an exemption from the registration requirements under the Securities Act, other than pursuant to Rule 144A or Rule 144 under the Securities Act, by an opinion of counsel stating that such exemption is available to the transferor), then the Note Registrar shall reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Restricted Global Note by such specified principal amount as provided in Section 2.5(d). Any beneficial interest in the Regulation S Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Restricted Global Note will, upon transfer, cease to be an interest in the Regulation S Global Note and will become an interest in the Restricted Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Restricted Global Note.
(iii) In the event that a Global Note is exchanged for certificated, non-global Notes pursuant to Section 2.13(c), or, a certificated, non-global Note is exchanged for another such certificated, non-global Note, or a certificated, non-global Note is exchanged for a beneficial interest in a Global Note, such Notes or interests therein may be exchanged or transferred for one another only in accordance with such procedures as are substantially consistent with the provisions of clauses (i) through (ii) above as may be from time to time adopted by the Issuer.
(f) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same security and benefits under this Indenture and the Notes, as the Notes surrendered upon such registration of transfer or exchange.
(g) Every Note in certificated, non-global form presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer or exchange in form satisfactory to the Issuer and the Note Registrar or any transfer agent, duly executed by the Noteholder thereof or such Noteholder’s attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall, subject to the other terms and conditions of this Article 2, execute, and the Trustee shall authenticate, Global Notes and Notes in definitive form at the Note Registrar’s request.
(h) No service charge shall be required of any Noteholders participating in any transfer or exchange of Notes in respect of such transfer or exchange, but the Note Registrar may require payment of a sum sufficient to cover any Tax that may be imposed in connection with any transfer or exchange of Notes, other than exchanges pursuant to Section 2.13(c) not involving any transfer.
(i) The transfer and exchange of beneficial interests in a Global Note or of beneficial interests in a Global Note for Notes in certificated, non-global form shall be effected in accordance with the Applicable Procedures (as defined herein). In connection with such a transfer, DTC may require the transferor to deliver, in addition to any other documents required to be delivered pursuant to this Article 2, a written order in accordance with the Applicable Procedures containing information regarding the Agent Member’s account to be credited with a beneficial interest in the Global Note and/or the Agent Member’s account to be debited in an amount equal to the beneficial interest in the Global Note being transferred, as the case may be. “Applicable Procedures” means, with respect to any transfer or transaction involving the Global Note or beneficial interest therein, the rules and procedures of DTC, to the extent applicable to such transaction and as in effect from time to time.
Appears in 1 contract
Sources: Indenture (Bank Bradesco)
Registration Restrictions on Transfer. (a) The Issuer shall cause to be maintained by the Note Registrar a register which, subject to such reasonable regulations as the Issuer may prescribe, shall provide for the registration of Notes and for the registration of transfers and exchanges of Notes. This register and, if there shall be more than one Note Registrar, the combined registers maintained by all such Note Registrars, are herein sometimes referred to as the “Note Register”. The Trustee is hereby appointed the initial Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. Upon any resignation or removal of the Note Registrar, the Issuer shall promptly appoint a successor, or in the absence of such appointment, assume the duties of such Note Registrar. The Issuer may appoint one or more co-co- registrars.
(b) If a Person other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Trustee prompt written notice of the appointment of a Note Registrar and of the location, and any change in the location of the Note Register, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon such Note Register as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes.
(c) The Global Note shall be exchangeable for certificated, non-global Notes, without coupons and delivered to and registered in the name of Persons named by DTC, DTC rather than DTC or a nominee for DTC, if (i) the Issuer advises the Trustee in writing that DTC is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or has announced an intention permanently to cease business; or (ii) after the occurrence and during the continuation of a Default or an Event of Default, the Majority Noteholders shall so advise the Trustee by written request; provided, that in no event shall the Global Note be exchanged for Notes in certificated, non-global form prior to the expiration of the Distribution Compliance Period.
(d) Upon the occurrence of any of the events in clause (c) above, the Trustee shall, by forwarding any notice received from the Issuer to DTC, be deemed to have notified all Persons who hold a beneficial interest in the Global Note through participants in DTC DTC, or beneficial owners through participants in DTC DTC, of the availability of definitive Notes. Upon surrender of the Global Note and receipt of instructions for re-registration, the Issuer will execute and the Trustee will authenticate certificated, non-global Notes to be exchanged by the Note Registrar in an equal aggregate principal amount of certificated, non-global Notes being surrendered.
(e) Notwithstanding any other provision of this Indenture or the Notes, transfers and exchanges of Restricted Notes and Regulation S Notes or beneficial interests therein, as the case may be shall be made only in accordance with this Section 2.13(e):
(i) If if the owner of a beneficial interest in the Restricted Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this clause (e)(i) and clause (e)(iii) below and subject to the Applicable Procedures. Upon receipt by the Note Registrar, of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Regulation S Global Note in a specified principal amount be credited to a specified Agent Member’s account with DTC, DTC and that a beneficial interest in the Restricted Global Note in an equal principal amount be debited from a specified Agent Member’s account with DTC and (B) a Regulation S Certificate (a “Regulation S Certificate”) in the form set forth in Exhibit E, and duly executed by the Agent Member owner of such beneficial interest in the Restricted Global Note or his attorney duly authorized in writing, then the Note Registrar, but subject to clause (e)(iii) below, shall reduce the principal amount of the Restricted Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount as provided in Section 2.5(d2.05(d). Any beneficial interest in the Restricted Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Regulation S Global Note will, upon transfer, cease to be an interest in the Restricted Global Note and will become an interest in the Regulation S Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Regulation S Global Note.
(ii) If if the owner of a beneficial interest in the Regulation S Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (e)(ii) and subject to the Applicable Procedures. Upon receipt by the Note Registrar of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Restricted Global Note in a specified principal amount be credited to a specified Agent Member’s account with DTC and that a beneficial interest in the Regulation S Global Note in an equal principal amount be debited from a specified Agent Member’s account with DTC and (B) if a written Certification from the transferor in the form of Exhibit F to the effect that such transfer is being made to occur during (but only during) a person whom the Distribution Compliance Period, transferor reasonably believes is a Restricted Securities Certificate (a “Restricted Securities Certificate”) in the form set forth in Exhibit F, and duly executed by the Agent Member owner of such beneficial interest in the Regulation S Global Note or his attorney duly authorized in writing (accompanied, in the case of a transfer under an exemption from the registration requirements under the Securities Act, other than pursuant to Rule 144A or Rule 144 under the Securities Act, by an opinion of counsel stating that such exemption is available to the transferor)qualified institutional buyer, then the Note Registrar shall reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Restricted Global Note by such specified principal amount as provided in Section 2.5(d2.05(d). Any beneficial interest in the Regulation S Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Restricted Global Note will, upon transfer, cease to be an interest in the Regulation S Global Note and will become an interest in the Restricted Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Restricted Global Note.
(iii) In in the event that a Global Note is exchanged for certificated, non-global Notes pursuant to Section 2.13(c), or, a certificated, non-global Note is exchanged for another such certificated, non-global Note, or a certificated, non-global Note is exchanged for a beneficial interest in a Global Note, such Notes or interests therein may be exchanged or transferred for one another only in accordance with such procedures as are substantially consistent with the provisions of clauses (i) through (ii) above as may be from time to time adopted by the Issuer.
(f) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same security and benefits under this Indenture and the Notes, as the Notes surrendered upon such registration of transfer or exchange.
(g) Every Note in certificated, non-global form presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer or exchange in form satisfactory to the Issuer and the Note Registrar or any transfer agent, duly executed by the Noteholder thereof or such Noteholder’s attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall, subject to the other terms and conditions of this Article 2, execute, and the Trustee shall authenticate, Global Notes and Notes in definitive form at the Note Registrar’s request.
(h) No service charge shall be required of any Noteholders participating in any transfer or exchange of Notes in respect of such transfer or exchange, but the Note Registrar may require payment of a sum sufficient to cover any Tax that may be imposed in connection with any transfer or exchange of Notes, other than exchanges pursuant to Section 2.13(c) not involving any transfer.
(i) The transfer and exchange of beneficial interests in a Global Note or of beneficial interests in a Global Note for Notes in certificated, non-global form shall be effected in accordance with the Applicable Procedures (as defined herein). In connection with such a transfer, DTC may require the transferor to deliver, in addition to any other documents required to be delivered pursuant to this Article 2, a written order in accordance with the Applicable Procedures containing information regarding the Agent Member’s account to be credited with a beneficial interest in the Global Note and/or the Agent Member’s account to be debited in an amount equal to the beneficial interest in the Global Note being transferred, as the case may be. “Applicable Procedures” means, with respect to any transfer or transaction involving the Global Note or beneficial interest therein, the rules and procedures of DTC, in each case to the extent applicable to such transaction and as in effect from time to time.
Appears in 1 contract
Sources: Indenture