Common use of Transfer and Exchange of Beneficial Interests in Global Notes Clause in Contracts

Transfer and Exchange of Beneficial Interests in Global Notes. (i) The transfer and exchange of beneficial interests in Global Notes shall be effected through the Depositary, in accordance with the following provisions and the procedures of the Depositary therefor. A transferor of a beneficial interest in Global Notes shall deliver to the Securities Registrar a written order given in accordance with the Depositary’s procedures containing information regarding the participant account at the Depositary to be credited with a beneficial interest in such Global Note or another Global Note and such account shall be credited in accordance with such instructions with a beneficial interest in the applicable Global Note, and the participant account related to the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred. (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Securities Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such beneficial interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Securities Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such beneficial interest is being transferred. (iii) Notwithstanding any other provisions of this Supplemental Indenture, a Global Note may not be transferred except as a whole and not in part if the transfer is by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Appears in 2 contracts

Sources: Third Supplemental Indenture (Schwab Charles Corp), Third Supplemental Indenture (Schwab Charles Corp)

Transfer and Exchange of Beneficial Interests in Global Notes. (i) The Notwithstanding anything to the contrary in Section 305 of the Base Indenture, every transfer and exchange of beneficial interests in Global Notes shall be effected through the Depositary, in accordance with the following provisions and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Notes shall deliver to Note will be effected through the Securities Registrar a written order given Depositary in accordance with the Depositary’s procedures containing information regarding the participant account at the Depositary to be credited with a beneficial interest in such Global Note or another Global Note and such account shall be credited in accordance with such instructions with a beneficial interest in the applicable Global Note, Applicable Procedures and the participant account related to provisions of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferredIndenture. (iii) If Subject to compliance with the other requirements of this Section 2.03(b), if the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, (A) the Securities Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such beneficial interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Securities Security Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such beneficial interest is being transferred; and (B) the Security Registrar shall instruct the Custodian to increase or reflect on its records an increase in the principal amount of the Global Note to which such interest is being transferred (and to record such increase by endorsement on the Schedule attached to such Global Note) in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar shall instruct the Custodian, concurrently with such increase, to decrease or reflect on its records a decrease in the principal amount of the Global Note from which such interest is being transferred by a corresponding amount (and to record such decrease by endorsement on the Schedule attached to such Global Note). Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such original Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for so long as it remains such an interest. (ii) If the proposed transfer is an exchange of a beneficial interest in a U.S. Global Note for a beneficial interest in a Regulation S Global Note or the transfer of a beneficial interest in a U.S. Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, the transferor of such beneficial interest shall deliver to the Security Registrar prior to any such exchange or transfer (A) a certificate substantially in the form of Exhibit B hereto if such exchange or transfer is to occur prior to the expiration of the Distribution Compliance Period with respect to such Regulation S Global Note or (B) a certificate substantially in the form of Exhibit C hereto if such exchange or transfer is to occur after the expiration of such Distribution Compliance Period, in each case appropriately completed and signed by the transferor. (iii) Notwithstanding any other provisions If the proposed transfer is an exchange of this Supplemental Indenture, a beneficial interest in a Regulation S Global Note may not be transferred except as for a whole and not beneficial interest in part if a U.S. Global Note or the transfer is by the Depositary of a beneficial interest in a Regulation S Global Note to a nominee Person who wishes to take delivery thereof in the form of a beneficial interest in a U.S. Global Note and such exchange or transfer is to occur prior to the expiration of the Depositary or by a nominee Distribution Compliance Period with respect to such Regulation S Global Note, the transferor of the Depositary such beneficial interest shall deliver to the Depositary or another nominee of the Depositary or by the Depositary or Security Registrar prior to any such nominee to exchange or transfer a successor Depositary or a nominee certificate substantially in the form of Exhibit D hereto, appropriately completed and signed by such successor Depositarytransferor.

Appears in 1 contract

Sources: First Supplemental Indenture (Sutherland Asset Management Corp)