Rule 144A Global Note Sample Clauses

The Rule 144A Global Note clause defines the terms and conditions under which a security is issued and held in global form for resale to qualified institutional buyers under Rule 144A of the U.S. Securities Act. This clause typically specifies that the note will be represented by a single global certificate, usually deposited with a clearing system like DTC, and sets out restrictions on transfer to ensure compliance with U.S. securities laws. Its core function is to facilitate efficient trading and settlement of securities among institutional investors while maintaining regulatory compliance and limiting unauthorized resale to the public.
Rule 144A Global Note. If a holder of a beneficial interest in a Class A-1 Regulation S Global Note deposited with DTC wishes at any time to exchange its interest in such Class A-1 Regulation S Global Note for an interest in the corresponding Class A-1 Rule 144A Global Note or to transfer its interest in such Class A-1 Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Class A-1 Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Class A-1 Rule 144A Global Note. Upon receipt by the Class A Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Class A Note Registrar to cause to be credited a beneficial interest in the corresponding Class A-1 Rule 144A Global Note in an amount equal to the beneficial interest in such Class A-1 Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B3 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Class A-1 Regulation S Global Note reasonably believes that the Person acquiring such interest in a Class A-1 Rule 144A Global Note is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and (C) a written certification in the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, then such Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such Class A-1 Regulation S Global Note b...
View SourceView Similar (3)
Rule 144A Global Note. With respect to a Russian Rouble Note represented by a Rule 144A Global Note, no later than 10 a.m. (New York time) on each Payment Date, the Principal Paying Agent will make, or procure payment (i) in Roubles, in the case of a DTC Participant who has irrevocably elected to receive payments on the Russian Rouble Notes in Roubles and has so notified DTC on or prior to the time required by DTC for payments on the Russian Rouble Notes to be made in Roubles, by transfer of same day funds to the Russian Rouble bank account designated by such DTC Participant or otherwise in accordance with the wire instructions received from such DTC Participant, and (ii) in U.S. Dollars, in the case of all other DTC Participants by the U.S. Paying Agent crediting the DTC Participant’s U.S. Dollar account at DTC with the DTC Participant’s pro rata portion of the U.S. Dollar Amount purchased with the applicable Exchange Amount by the Principal Paying Agent. If, for any reason on the Exchange Date, it is not possible for the Principal Paying Agent to purchase the U.S. Dollar Amount with the Exchange Amount at the Applicable Exchange Rate, the Principal Paying Agent shall hold the Exchange Amount until the relevant DTC Participants make alternative arrangements for receipt of payment in Roubles and shall incur no liability to any person for so doing.
View Source
Rule 144A Global Note. Türkiye Vakıflar Bankası T.A.O. (the “Issuer”) hereby certifies that Cede & Co., as nominee for The Depository Trust Company, is, at the date hereof, entered in the Register as the holder of the aggregate nominal amount of US$[ ] of a duly authorised issue of Notes (the “Notes”) described, and having the provisions specified, in the Conditions (as defined below). References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes attached hereto and set out in Schedule 2 to the Agency Agreement (as defined below). Words and expressions defined or set out in the Conditions shall have the same meaning when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and an amended and restated agency agreement dated 17 April 2015, as supplemented by the supplemental agency agreement dated 18 April 2016, amended by the amendment agreement dated 9 June 2016 and further supplemented by the supplemental agency agreement dated [ ] February 2017 (the “Agency Agreement”, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) made among the Issuer, The Bank of New York Mellon (Luxembourg) S.A. (the “Registrar”) and the other Agents named in it. Subject to and in accordance with the Conditions, the registered holder of this Global Note is entitled to receive on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of such Notes on each such date and interest (if any) on the nominal amount of such Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other amounts payable under the Conditions, all in accordance with the Conditions. On any Write-Down, redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note details of such Write-Down, redemption, payment or purchase and cancellation (as the case may be) shall be entered by the Registrar in the Register. Upon any such Write-Down, redemption or purchase and cancellation as aforesaid, the nominal amount of the Notes held by the registered holder hereof shall be reduced by the nominal amount of the Notes so Written-Down, redeemed or pu...
View Source
Rule 144A Global Note. Collectively, the Class A-1 Rule 144A Global Note and the Class A-2 Rule 144A Global Note.
View Source
Rule 144A Global Note. Except as otherwise provided in Section 2.19 or in the Series Supplement related to a Series of Notes, any Series of Notes, or any class of such Series to be issued and sold in reliance on the exemption from registration provided by Section 4(2) of the Securities Act and resold in reliance on, or eligible for resale under, Rule 144A under the Securities Act (“Rule 144A”), shall be issued in the form of and represented by one or more global Notes in fully registered form without interest coupons (each, a “Rule 144A Global Note”), substantially in the form set forth in the Series Supplement for such Series of Notes, 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 (which may be the Trustee), and registered in the name of Cede or another nominee of DTC, duly executed by CPF and authenticated by the Trustee as provided in Section 2.4 for credit to the accounts of the subscribers at DTC. The aggregate principal amount of a Rule 144A 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.
View Source
Rule 144A Global Note. Subject to Section 2.4(d) below, if a Purchase Money Note is deemed to be initially sold to any U.S. Person that is a Qualified Institutional Buyer and a Qualified Purchaser and the purchasers of such Purchase Money Note wish to take delivery of such Purchase Money Note in the form of beneficial interests in a Global Note, those purchasers shall receive beneficial interests in a temporary Global Note in definitive, fully registered form without interest coupons, substantially in the form of Exhibit B-2 attached hereto, which shall be registered in the name of the owner or nominee thereof, duly executed by the Company as set forth herein (each, a “Rule 144A Global Note”).
View Source
Rule 144A Global Note. The meaning specified in Section 2.2(b)(i).
View Source
Rule 144A Global Note. Reopening Notes issued in the form of a Rule 144A Global Note attached as Exhibit A hereto will have the same CUSIP and ISIN numbers as the Original Notes that are held in the form of a Rule 144A Global Note.
View Source
Rule 144A Global Note. Except as otherwise provided in Section 2.19 or in the Series Supplement related to a Series of Notes, any Series of Notes, or any class of such Series to be issued and sold in reliance on the exemption from registration provided by Section 4(2) of the Securities Act and resold in reliance on Rule 144A under the Securities Act (“Rule 144A”), shall be issued in the form of and represented by one or more global Notes in fully registered form without interest coupons (each, a “Rule 144A 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 (which may be the Trustee), and registered in the name of Cede or another nominee of DTC, duly executed by RCFC and authenticated by the Trustee as provided in Section 2.4 for credit to the accounts of the subscribers at DTC. The aggregate Principal Amount of a Rule 144A 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.
View Source

Related to Rule 144A Global Note

  • Regulation S Global Note to Rule 144A Global Note If an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Rule 144A Global Note for such Series and/or Class, such owner’s transferee may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Class. Upon the receipt by the Indenture Trustee and the Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee and the Note Registrar, to cause to be credited a beneficial interest in a Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged but not less than the minimum denomination applicable to such owner’s Notes held through a Rule 144A Global Note, to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 hereto given by the transferee of such beneficial interest, then the Indenture Trustee will reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Rule 144A Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred and the Indenture Trustee and the Note Registrar, shall instruct the Depository, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or Class.

  • Rule 144A Global Certificate to Regulation S Global Certificate If a holder of a beneficial interest in the Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery thereof in the form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit F to this Agreement given by the holder of such beneficial interest, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.

  • Regulation S Global Notes Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Legended Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of the designated Participants in the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in a Legended Regulation S Global Note shall be exchanged for beneficial interests in an Unlegended Regulation S Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of Unlegended Regulation S Global Notes, the Trustee shall cancel such Legended Regulation S Global Note. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

  • Rule 144A Global Certificate to Temporary Regulation S Global Certificate If a holder of a beneficial interest in the Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit E to this Agreement given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.

  • Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate If a holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S Global Certificate, information regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Global Certificate (but not the Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate at any time during the Restricted Period, a certificate in the form of Exhibit G to this Agreement given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate is a Qualified Institutional Buyer and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Global Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate that is being transferred.