The Definitive Registered Notes Sample Clauses

The "Definitive Registered Notes" clause defines the issuance and characteristics of physical, registered notes as the official evidence of debt under an agreement. In practice, this clause outlines the circumstances under which definitive (paper) notes are provided to noteholders, such as when electronic or global notes are not available or in specific events like the closure of a clearing system. It ensures that holders have a tangible, legally recognized instrument representing their entitlement, thereby providing certainty and continuity in the event that electronic systems cannot be used.
The Definitive Registered Notes. In connection with any transfer or exchange under Section 2.07 and Appendix A of the Indenture, the Issuer hereby authorizes and instructs the Trustee to complete (as indicated by the Domiciliary Agent or as initialled by the Trustee itself) any Certificates delivered to the Trustee for execution by the Issuer pursuant to this Clause 4.2, in each case if and as required under Belgian law or the terms of the Indenture, and to send any such completed Certificates to the Issuer for execution, if required for their issuance under Belgian law and the terms of the Indenture. Upon any such execution by the Issuer of the Certificates, or otherwise upon their delivery to the Trustee, the Trustee shall authenticate (in accordance with the provisions of the Indenture) any new Certificate if required to be so authenticated under Belgian law or the terms of the Indenture and shall, upon entry of such Holder in the Register as specified below, deliver a Certificate to the Holder entitled thereto. The Issuer or an agent appointed by the Issuer for such purpose shall register the Holder of such Certificates in the Register in such name or names given to it by the relevant person as set out in Appendix A to the Indenture, and the Issuer or such agent shall promptly notify the Domiciliary Agent that it has done so. The Issuer shall also arrange for such Global Notes and any documents evidencing the exchange of the Definitive Registered Notes or specifying their terms that are required to enable the Domiciliary Agent and/or the Trustee to perform their obligations under this Agreement and the relevant provisions of the Indenture to be made available to the Trustee and/or the Domiciliary Agent from time to time and in accordance with the provisions of the Clearing Agreement.
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Related to The Definitive Registered Notes

  • Transfer and Exchange of Definitive Notes for Definitive Notes Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

  • Registered Notes The Company shall cause to be kept at its principal office a register for the registration and transfer of the Notes, and the Company will register or transfer or cause to be registered or transferred, as hereinafter provided, any Note issued pursuant to this Agreement. At any time and from time to time the holder of any Note which has been duly registered as hereinabove provided may transfer such Note upon surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the holder of such Note or its attorney duly authorized in writing. The Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes of this Agreement. Payment of or on account of the principal, premium, if any, and interest on any Note shall be made to or upon the written order of such holder.

  • Restricted Definitive Notes to Unrestricted Definitive Notes Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any 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 Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes 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, 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.

  • Transfer and Exchange of Definitive Notes for Beneficial Interests A Holder of a Definitive Note may exchange such Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global Notes.