Regulation S Notes Clause Samples

Regulation S Notes. Notes sold in offshore transactions in reliance on Regulation S (each, a “Regulation S Note”) shall be issued in the form of (A) one or more permanent Global Notes in fully registered form (each, a “Regulation S Global Note”), substantially in the form attached hereto as Exhibit A-3 or (B) one or more permanent Definitive Notes in fully registered form (each, a “Regulation S Definitive Note”), substantially in the form attached hereto as Exhibit A-4. The aggregate principal amounts of the Regulation S Global Notes or the Regulation S Definitive Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee or the Depository or its nominee, as the case may be, as hereinafter provided.

Regulation S Notes. Prior to the expiration of the 40-day restricted period, as defined in Regulation S (the “Restricted Period”), beneficial interests in a Regulation S Note may be held only through Euroclear or Clearstream (as direct or indirect Participants in the Depositary) or through another agent member of Euroclear and Clearstream acting for and on behalf of them (as direct or indirect Participants in the Depositary), unless exchanged for interests in 144A Notes. During the Restricted Period, interests in a Regulation S Note, if any, may be exchanged for 144A Notes or interests therein only in accordance with the certification requirements described in Section 1.04.

Regulation S Notes. (a) on or prior to the date one year after the last original issue date of the Notes (or such later date as the Company may instruct the Depositary), into Conversion Restricted ADSs (CUSIP No.: 4▇▇▇▇▇▇▇▇) by Converting Noteholders that are (x) not Affiliates of the Company and (y) “qualified institutional buyers”, or non-U.S. persons located outside the United States at the time of any such Conversion, and. (b) after the date one year after the last original issue date of the Notes (or such later date as the Company may instruct the Depositary), into freely transferrable ADSs (CUSIP No. 1▇▇▇▇▇▇▇▇) by Converting Noteholders that are not Affiliates of the Company. The Depositary shall cause the Conversion Restricted ADSs issued upon the deposit of the corresponding Conversion Restricted Shares to be separately identified on the books of the Depositary under CUSIP No.: 4▇▇▇▇▇▇▇▇ and shall cause such Conversion Restricted Shares to be held, to the extent practicable, separate and distinct by the Custodian from the other Deposited Securities held by the Custodian in respect of the ADSs issued under the Deposit Agreement that are not Conversion Restricted ADSs. The Conversion Restricted ADSs will not be eligible for inclusion into DTC. The Company hereby advises the Depositary, and the Depositary hereby agrees and acknowledges, that the Conversion Restricted ADSs issuable in accordance with the terms of this Letter Agreement shall be eligible to exercise all voting rights and receive dividend distributions, in each case in the manner and to the extent otherwise afforded to Restricted ADSs pursuant to the Deposit Agreement. The Depositary is hereby authorized and directed to issue the Conversion Restricted ADSs as uncertificated Restricted ADSs registered on the books of the Depositary in the name of the Converting Noteholders or their designees for the benefit of such Converting Noteholders.

Regulation S Notes. 40 DAYS AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000 OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.] Each Definitive Note shall bear the following additional legend (“Definitive Notes Legend”): IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. Each Global Note shall bear the following additional legend (“Global Notes Legend”): UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTA...

Regulation S Notes. The Notes initially sold by the Company to KBW and resold by KBW pursuant to the Purchase/Placement Agreement to “non-U.S. persons” (in accordance with Regulation S) in an “offshore transaction” (in accordance with Regulation S).

Regulation S Notes. Notes offered and sold in reliance on Regulation S shall be issued in the form of Global Notes in definitive, fully registered form, without interest coupons, substantially in the form of Exhibit A-2 (the “Regulation S Note”). The Regulation S Note shall be deposited on behalf of the purchasers of the Notes represented thereby with the custodian for the Depositary, and registered in the name of Cede & Co., as nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided herein, for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Clearstream. Until the expiration of the Restricted Period, interests in a Regulation S Note may only be held by agent members of Euroclear or Clearstream. During the Restricted Period, interests in a Regulation S Note may be exchanged for interests in the Rule 144A Note pursuant to the requirements of Section 2.07 hereof. The aggregate principal amount of the Regulation S Note may from time to time be increased or decreased by adjustments made on the records of the custodian for the Depositary or the Depositary or its nominee, as the case may be, as provided herein. Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. Notwithstanding any other provision in this Indenture or the Notes, no Global Note may be exchanged, in whole or in part for certificated Notes, 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 or a nominee thereof unless (A) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company in its sole discretion determines that the Global Notes (in whole not in part) should be exchanged for certificated Notes and delivers a written notice to such effect to the Trustee; provided, however, that interests in the Regulation S Note will not be exchangeable for certificated Notes until expiration of the Restricted Period and receipt of certification of non-U.S. beneficial ownership. Any Global Note exchanged pursuant to Clause (A) above shall be so exc...

Regulation S Notes. Notes offered to non U.S. Persons outside the United States of America (the “Regulation S Notes”) in reliance on Regulation S shall be issued in the form of a permanent global note including appropriate legends as set forth in Section 3(d) (the “Regulation S Global Note” and, together with the Rule 144A Global Note and the Exchange Global Note, the “Global Notes”). Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC in the manner described in this Section 3. Prior to the 40th day after the date the Notes are issued (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be transferred to non U.S. persons pursuant to Regulation S, unless exchanged for interests in a Global Note in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note 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

Regulation S Notes. Notes initially resold by the Purchasers pursuant to ------------------- the Purchase Agreement outside the United States to certain persons in offshore transactions in reliance on Registration S under the Securities Act and all Notes issued upon registration of transfer of or in exchange for such Notes.

Regulation S Notes. The Dealer represents and agrees that it will offer, sell and deliver, the Notes only outside the United States to non U.S. persons in accordance with Rule 903 of Regulation S. Accordingly, the Dealer represents and agrees that neither it, nor any of its affiliates nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to such Notes to U.S. persons or within the United States, and that it and they have complied and will comply with the offering restrictions of Regulation S. The Dealer also agrees that it will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration which purchases any Notes from it a confirmation or other notice setting forth the restrictions on offers and sales of such Notes within the United States or to, or for the account or benefit of, U.S. persons in substantially the following form: “The Notes covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold or delivered within the United States or to, or for the account of or benefit of, U.S. persons. Terms used above have the same meanings given to them by Regulation S under the Securities Act.” Terms used in this paragraph have the meanings given to them by Regulation S.