Form and Dating. The Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests i...
Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Glob...
Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.
Form and Dating. 33 Section 2.2. Execution and Authentication.................................................................. 35 Section 2.3. Registrar and Paying Agent.................................................................... 36 Section 2.4. Paying Agents to Hold Money in Trust.......................................................... 36 Section 2.5. Holder Lists.................................................................................. 37 Section 2.6. Transfer and Exchange......................................................................... 37 Section 2.7. Replacement Notes............................................................................. 46 Section 2.8. Outstanding Notes............................................................................. 46 Section 2.9.
Form and Dating. 37 SECTION 2.02. Execution and Authentication............................ 38 SECTION 2.03. Registrar and Paying Agent.............................. 38 SECTION 2.04. Paying Agent To Hold Money in Trust..................... 39 SECTION 2.05. Securityholder Lists.................................... 39 SECTION 2.06. Transfer and Exchange................................... 39 SECTION 2.07. Replacement Securities.................................. 39 SECTION 2.08. Outstanding Securities.................................. 40 SECTION 2.09. Temporary Securities.................................... 40 SECTION 2.10. Cancellation............................................ 41 SECTION 2.11. Defaulted Interest...................................... 41 SECTION 2.12. CUSIP Numbers........................................... 41 SECTION 2.13. Issuance of Additional Securities....................... 41
Form and Dating. 17 SECTION 2.02. Execution and Authentication...............................17 SECTION 2.03. Registrar and Paying Agent.................................18 SECTION 2.04. Paying Agent to Hold Money in Trust........................18 SECTION 2.05. Holder Lists...............................................19 SECTION 2.06.
Form and Dating. 9 Section 2.02. Execution and Authentication...................................................... 10 Section 2.03. Registrar, Paying Agent and Conversion Agent...................................... 10 Section 2.04. Paying Agent to Hold Money and Securities in Trust................................ 11 Section 2.05. Holder Lists...................................................................... 11 Section 2.06. Exchange and Registration of Transfer of Securities; Restrictions on Transfers; Depositary....................................................................... 11 Section 2.07. Replacement Securities............................................................ 18 Section 2.08. Outstanding Securities; Determinations of Holders' Action......................... 18 Section 2.09. Temporary Securities.............................................................. 19 Section 2.10. Cancellation...................................................................... 19 Section 2.11. Persons Deemed Owners............................................................. 20
Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 hereof. Except as set forth in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.
Form and Dating. 26 Section 2.02 Execution and Authentication............................ 27 Section 2.03 Registrar and Paying Agent.............................. 27 Section 2.04 Paying Agent to Hold Money in Trust..................... 28 Section 2.05 Holder Lists............................................ 28 Section 2.06 Transfer and Exchange................................... 28 Section 2.07 Replacement Notes....................................... 41 Section 2.08 Outstanding Notes....................................... 41 Section 2.09
Form and Dating. The Securities of each series shall be substantially in such form or forms (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law, or with any rules of any securities exchange or usage, all as may be determined by the officers executing such Securities as evidenced by their execution of the Securities. Unless otherwise so established, Unregistered Securities shall have coupons attached.
