Uncertificated Notes Clause Samples
The "Uncertificated Notes" clause defines the treatment and handling of notes or debt instruments that are not represented by physical certificates. In practice, this clause outlines how ownership, transfer, and registration of such notes are managed electronically, often through a central depository or book-entry system. By addressing uncertificated notes, the clause facilitates efficient and secure transactions, reduces administrative burdens, and mitigates risks associated with lost or stolen physical certificates.
Uncertificated Notes. (a) On the Issue Date, the Issuer shall issue Notes in uncertificated form (the “Uncertificated Notes”), and following delivery of a Company Order to the Trustee and the Note Registrar, the Note Registrar shall register the Notes in the Note Register in the name of the Person indicated in such Company Order and provide such Person a confirmation of registration. Except as otherwise expressly provided herein:
(i) Uncertificated Notes registered in the name of a Person shall be considered “held” by such Person for all purposes under this Indenture;
(ii) With respect to any Uncertificated Note, (1) references herein to authentication and delivery of a Note shall be deemed to refer to creation of an entry for such Note in the Note Register and registration of such Note in the name of the owner, (2) references herein to cancellation of all or any portion of a Note shall be deemed to refer to deregistration of all or any portion of such Note and (3) references herein to the date of authentication of a Note shall refer to the date of registration of such Note in the Note Register in the name of the owner thereof;
(iii) References to (1) execution of Notes by the Issuer (or any officer thereof), (2) surrender of Notes and (3) presentment of Notes, shall be deemed not to refer to Uncertificated Notes; provided that the provisions of Section 2.09 relating to surrender of Notes for cancellation shall apply equally to deregistration of Uncertificated Notes;
(iv) Section 2.07 shall not apply to any Uncertificated Notes; and
(v) the Note Register shall be conclusive evidence of the ownership of an Uncertificated Note.
(b) After the Issue Date, the Issuer may issue or exchange Notes in accordance with the terms of this Indenture in global, certificated or uncertificated form and make any related changes to this Indenture in accordance with Section 10.02 and/or instruct the cancellation or deregistration of all or a portion of the Notes in connection with any redemption or repurchase of such Notes in accordance with Articles 15 and 16.
Uncertificated Notes. At the request of a Holder or transferee of the Series 2020-1 Class A-1 Notes, the Series 2020-1 Class A-1 Notes may be issued in the form of Uncertificated Notes. With respect to any Uncertificated Note, the Trustee shall provide to the beneficial owner promptly after registration of the Uncertificated Note in the Note Register by the Note Registrar a Confirmation of Registration, the form of which shall be set forth in Exhibit D attached hereto.
(i) Except as otherwise expressly provided herein:
(A) Uncertificated Notes registered in the name of a Person shall be considered “held” by such Person for all purposes of this Series Supplement;
(B) with respect to any Uncertificated Note, (a) references herein to authentication and delivery of a Series 2020-1 Class A-1 Note shall be deemed to refer to creation of an entry for such Series 2020-1 Class A-1 Note in the Note Register and registration of such Series 2020-1 Class A-1 Note in the name of the owner, (b) references herein to cancellation of a Series 2020-1 Class A-1 Note shall be deemed to refer to deregistration of such Series 2020-1 Class A-1 Note and (c) references herein to the date of authentication of a Series 2020-1 Class A-1 Note shall refer to the date of registration of such Series 2020-1 Class A-1 Note in the Note Register in the name of the owner thereof;
(ii) references to execution of Series 2020-1 Class A-1 Notes by the Issuer, to surrender of the Series 2020-1 Class A-1 Notes and to presentment of the Series 2020-1 Class A-1 Notes shall be deemed not to refer to Uncertificated Notes; provided that the provisions of Section 4.3 relating to surrender of the Series 2020-1 Class A-1 Notes shall apply equally to deregistration of Uncertificated Notes; and
(iii) for the avoidance of doubt, no Confirmation of Registration shall be required to be surrendered (x) in connection with a transfer of the related Uncertificated Note or (y) in connection with the final payment of the related Uncertificated Note.
(iv) The Note Register shall be conclusive evidence of the ownership of an Uncertificated Note.
(v) Each of the Series 2020-1 Class A-1 Notes in the form of a definitive note may also be exchanged in its entirety for an Uncertificated Note and, upon complete exchange thereof, such Series 2020-1 Class A-1 Notes shall be cancelled and deregistered by the Note Registrar.
(vi) Each of the Uncertificated Notes may be exchanged in its entirety for a Series 2020-1 Class A-1 Note in the form of a defin...
Uncertificated Notes. This Condition 1.3
Uncertificated Notes. If requested by the applicable Noteholder, the Series 2021- A Notes shall be issued in the form of Uncertificated Notes. With respect to any Uncertificated Note, the Trustee shall provide to the beneficial owner promptly after registration of the Uncertificated Note in the Note Register by the Registrar a Confirmation of Registration, the form of which shall be set forth in Exhibit P hereto.
Uncertificated Notes. If requested by a person with the consent of the Issuer, the Notes may be issued in uncertificated, fully registered form evidenced by entry in the Register (an “Uncertificated Note”). If an Uncertificated Note is being issued, the Issuer shall direct the Collateral Trustee to provide on the Closing Date, upon request of a beneficial owner and as otherwise required by Section 2.5(d) (Registration, Registration of Transfer and Exchange) to the beneficial owner promptly after the registration of the Uncertificated Note in the Register by the Registrar a confirmation of registration, substantially in the form of Exhibit E (each, a “Confirmation of Registration”).