Restricted Global Note Sample Clauses
A Restricted Global Note is a type of security instrument that represents a bond or note issued in global form but subject to certain transfer restrictions, typically under securities laws. This clause outlines that the note is held in a centralized depository and can only be transferred to qualified institutional buyers or in accordance with specific exemptions, rather than being freely tradable in the open market. Its core function is to ensure compliance with regulatory requirements, particularly those related to unregistered securities, by limiting who can hold or transfer the note and thereby reducing the risk of unauthorized distribution.
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Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the: [CHECK ONE] o 144A Global Note or o Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Issues. By: Name: Title: Date: | URS Corporation ▇▇▇ ▇▇▇ US LP ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 26th Floor San Francisco, California 94111 Attention: General Counsel U.S. Bank National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Re: 3.850% SENIOR NOTES DUE 2017 To Whom It May Concern: Reference is hereby made to the Indenture, dated as of March 15, 2012 (the “Base Indenture”), by and among URS Corporation, a Delaware corporation (“Parent”), ▇▇▇ ▇▇▇ US LP, a Delaware limited partnership and a wholly owned subsidiary of Parent (“Fox LP” and, together with Parent, the “Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by that certain First Supplemental Indenture, dated as of March 15, 2012, by and among the Issuers, the guarantors party thereto (the “Guarantors”) and the Trustee (the “First Supplemental Indenture”) and that certain Second Supplemental Indenture, dated as of March 15, 2012, by and among the Issuers, the Guarantors and the Trustee (the “Second Supplemental Indenture,” and the Base Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $[__] aggregate principal amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we...
Restricted Global Note. If provided for in an applicable Series Supplement, any Series of Notes (other than any Series of Notes issued only to an Affiliate Issuer), or any class of such Series to be issued in the United States will be in registered form and sold initially to institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act (each an “Institutional Accredited Investor”) in reliance on an exemption from the registration requirements of the Securities Act and thereafter (i) to “qualified institutional buyers” (each a “Qualified Institutional Buyer”) within the meaning of, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”), (ii) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (iii) pursuant to an effective registration statement under the Securities Act or (iv) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction, and as provided in the applicable Series Supplement, and prior to any such sale, each such purchaser shall be deemed to have represented and agreed as set forth in the applicable Series Supplement. In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Trustee or the Issuer, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. Such Series of Notes, unless otherwise provided in the applicable Series Supplement and other than any Series of Notes only issued to an Affiliate Issuer, shall be issued in the form of and represented by one or more permanent global Notes in fully registered form without interest coupons (each, a “Restricted Global Note”), substantially in the form set forth in the applicable Series Supplement, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer and authenticated by the Trustee as provided in Section 2.4 for credit to the accounts of the subsc...
Restricted Global Note. Any Series of Notes, or any class of such Series to be issued in the United States will be in registered form and sold initially to institutional accredited investors within the meaning of Regulation D under the Securities Act in reliance on an exemption from the registration requirements of the Securities Act and thereafter to qualified institutional buyers within the meaning of, and in reliance on, Rule 144A under the Securities Act ("Rule 144A") as provided in the applicable Supplement and shall be issued in the form of and represented by one or more permanent global Notes in fully registered form without interest coupons (each, a "Restricted Global Note"), substantially in the form set forth in the applicable Supplement, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or a nominee of DTC, duly executed by NFLP and authenticated by the Trustee as provided in Section 2.4 for credit to the accounts of the subscribers at DTC. The aggregate initial principal amount of a Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided.
Restricted Global Note. To the extent Notes of a series constitute “restricted securities” as defined under Rule 144 under the Securities Act, such Notes shall be issued in the form of Global Notes in fully registered form without interest coupons (the “Restricted Global Notes” and, together with the Regulation S Global Note, the “Global Notes”), with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee in the manner set forth in Section 3.3. hereof. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as the case may be, as hereinafter provided.
Restricted Global Note. Any Series of Notes (other than Variable Funding Notes), or any class of such Series to be issued in the United States will be in registered form and sold initially to institutional accredited investors within the meaning of Regulation D under the Securities Act in reliance on an exemption from the registration requirements of the Securities Act and thereafter (i) to qualified institutional buyers within the meaning of, and in reliance on, Rule 144A under the Securities Act ("Rule 144A"), (ii) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (iii) pursuant to an effective registration statement under the Securities Act or (iv) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States, and as provided in the applicable Supplement and prior to any such sale, each such purchaser shall be deemed to have represented and agreed as follows:
(1) It is an institutional accredited investor within the meaning of Regulation D under the Securities Act or a qualified institutional buyer as defined in Rule 144A and is acquiring the Notes for its own institutional account or for the account of an institutional accredited investor or a qualified institutional buyer;
(2) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Notes, such Notes may be resold, pledged or transferred only (a) to a person who the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (b) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (c) pursuant to an effective registration statement under the Securities Act or (d) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States;
(3) It underst...
Restricted Global Note. Notes to be sold in reliance on Rule 144A as provided in the Program Agreement shall be issued in the form of a permanent global Note in fully registered form without interest coupons (the “Restricted Global Note” and, together with the Regulation S Global Note and the Unrestricted Global Note, the “Global Notes”, and each individually, a “Global Note”), substantially in the form set forth in Exhibit A hereto, with such legends as may be applicable thereto, which global Note and the applicable Pricing Supplement shall be deposited on or prior to the Issue Date of the relevant Tranche of such Series on behalf of the subscribers for the Notes represented thereby with the Co-Registrar, as custodian for DTC, and registered in the name of Cede as DTC’s nominee, such global Note to be duly executed by the Issuer and authenticated by or on behalf of the Co-Registrar in the manner set forth in Section 4 hereof, for credit on the Issue Date of such Tranche to the accounts of the relevant Dealers at DTC or such other accounts as they may direct. The aggregate principal amount of the Restricted Global Note may from time to time be increased or reduced by adjustments made on the records of the Co-Registrar, as custodian for DTC, or DTC or its nominee, as the case may be, as hereinafter provided.
Restricted Global Note. 13, 18 Rule 144......................................................................14
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ¨ 144A Global Note, ¨ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. By: Name: Title: ▇▇▇▇▇▇▇▇▇ Technologies Corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ CUSIP: Re: 6 5/8% Senior Notes due 2017 Reference is hereby made to the Indenture, dated as of March 1, 2007 (the “Indenture”), between ▇▇▇▇▇▇▇▇▇ Technologies Corporation, a Delaware corporation (the “Company”), the Subsidiary Guarantors and ▇▇▇▇▇ Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount at maturity of:
Restricted Global Note. The Senior Notes to be sold will be issued in book-entry form and represented by one permanent global Note for each Class in fully registered form without interest coupons (the “Restricted Global Notes”), substantially in the form attached hereto as Exhibit A-1 or B-1, as applicable, and will be offered and sold, only (1) by the Issuer to an institutional “accredited investor” within the meaning of Regulation D under the Securities Act in reliance on an exemption from the registration requirements of the Securities Act and (2) thereafter only to a Person that is a qualified institutional buyer (“QIB”) as defined in Rule 144A under the Securities Act (“Rule 144A”) in accordance with subsection (d) hereof, and shall be deposited with a custodian for, and registered in the name of a nominee of DTC, duly executed by the Issuer and authenticated by the Trustee as provided in the Base Indenture for credit to the accounts of the subscribers at DTC. The initial principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided.
Restricted Global Note. The Series 2009-1 Investor Notes offered and sold in their initial distribution in reliance upon Rule 144A will be issued in the form of one or more Global Notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-1, registered in the name of Cede & Co., as nominee of DTC, and deposited with The Bank of New York Mellon, as custodian of DTC (collectively, the “Restricted Global Note”). The aggregate initial principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of The Bank of New York Mellon, as custodian for DTC, in connection with a corresponding decrease or increase in the initial principal amount of the Temporary Global Note or the Permanent Global Note, as hereinafter provided.