Regulation S Certificated Notes and Unrestricted Certificated Notes Clause Samples

Regulation S Certificated Notes and Unrestricted Certificated Notes. Prior to the DTC Closing Availability, each Class of the Series 2005-2 Notes offered and sold in reliance upon Regulation S may be issued in the form of one or more definitive Notes in fully registered form without interest coupons, substantially in the form set forth in Exhibits ▇-▇-▇-▇, ▇-▇-▇-▇, ▇-▇-▇-▇, ▇-▇-▇-▇, ▇-▇-▇-▇ and A-6-2-C, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Series Supplement. Until such time as the Restricted Period shall have terminated, such Series 2005-2 Notes shall be referred to herein collectively as the “Regulation S Certificated Notes”. The Regulation S Certificated Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Regulation S Certificated Notes, as evidenced by their execution of the Regulation S Certificated Notes. The Regulation S Certificated Notes may be produced in any manner, all as determined by the officers executing such Regulation S Certificated Notes, as evidenced by their execution of such Regulation S Certificated Notes. After such time as the Restricted Period shall have terminated with respect to any Series 2005-2 Note, such Series 2005-2 Notes shall be exchangeable, in whole or in part, for interests in one or more permanent certificated notes in fully registered form without interest coupons, substantially in the forms set forth in Exhibits ▇-▇-▇-▇, ▇-▇-▇-▇, ▇-▇-▇-▇, ▇-▇-▇-▇, ▇-▇-▇-▇ and A-6-3-C as hereinafter provided (collectively, the “Unrestricted Certificated Notes”, and together with the Regulation S Certificated Notes and the Restricted Certificated Notes, the “Certificated Notes”). The Unrestricted Certificated Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Unrestricted Certificated Notes, as evidenced by their execution of the Unrestricted Certificated Notes. The Unrestricted Certificated Notes may be produced in any manner, all as determined by the officers executing such Unrestricted Certificated Notes, as evidenced by their execution of such Unrestricted Certificated Notes. The aggregate princi...
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Related to Regulation S Certificated Notes and Unrestricted Certificated Notes

  • Certificated Notes Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Notes shall not be entitled to receive physical delivery of certificated Notes. Certificated Notes shall not be exchangeable for beneficial interests in Global Notes, except with the consent of the Company.

  • Certificated Note to Certificated Note If a Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

  • Certificated Note to Global Note If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

  • Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

  • Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.