Secured Notes. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) shall each be issued initially in the form of one permanent global Note per Class in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Regulation S Global Note”), and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided.
Secured Notes. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) who are Qualified Purchasers shall each be issued initially in the form of Temporary Regulation S Global Notes, in definitive, fully registered form, without interest coupons substantially in the form attached as Exhibit A hereto, which will be (or to the extent applicable have been) deposited on behalf of the subscribers for such Regulation S Global Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. On or after Distribution Compliance Period, interests in Temporary Regulation S Global Notes will be exchangeable for interests in a permanent Regulation S Global Note, in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Permanent Regulation S Global Note”) of the same class upon certification that the beneficial interests in such Temporary Regulation S Global Notes are owned by Qualified Purchasers that are not “U.S. persons”. A beneficial interest in a Temporary Regulation S Global Note will not be transferable to a Person that takes delivery in the form of an interest in a Rule 144A Global Note or a U.S. person that takes delivery of a Certificated Note during the Distribution Compliance Period. Upon the exchange of Temporary Regulation S Global Notes for Permanent Regulation S Global Notes, such Regulation S Global Note will be deposited on behalf of the subscribers for such Notes with the Trustee as custodian for DTC and registered in the name of a nominee of DTC for the respective accounts of Euroclear and Clearstream.
Secured Notes. 6 SECTION 2.02. Payment from Indenture Estate Only........... 7 SECTION 2.03.
Secured Notes. The Series 1996 A-4 Secured Notes ----------------------------- shall:
Secured Notes. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) in an offshore transaction in reliance on Regulation S shall each be issued Regulation S Global Notes, and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided that Co-Issued Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) in an offshore transaction in reliance on Regulation S will be issued initially in the form of Temporary Global Notes, which will be exchanged for permanent Regulation S Global Notes after the Closing Date. Interests in a Temporary Global Notes or other Regulation S Global Notes may not be held at any time by a “U.S. Person” (as defined in Regulation S), and U.S. re-offers or resales of Notes offered outside the United States in reliance on Regulation S may be effected only in a transaction exempt from the registration requirements of the Securities Act and not involving directly or indirectly the Issuer, the Co-Issuer or their agents, Affiliates or intermediaries. On or after the 40th day after the later of the Closing Date and the commencement of the offering of the Co-Issued Notes, interests in such Temporary Global Notes of any Class of Co-Issued Notes will be exchangeable for interests in permanent Regulation S Global Note of the same Class upon certification that the beneficial interests in such Temporary Global Note are owned by persons who are not “U.S. Persons” (as defined in Regulation S).
Secured Notes. Evidence that the Secured Notes shall have been or shall substantially concurrently with the effectiveness of this Agreement be funded in an aggregate principal amount of not less than $500,000,000.
Secured Notes. Such Secured Noteholder is the holder of the Secured Note(s) set forth opposite its name on Schedule 1 hereto, and such Secured Note(s) constitute all of the secured indebtedness owed by the Company to such Secured Noteholder. Such Secured Noteholder has not granted any other Person a security interest, lien or other Encumbrance with respect to such Secured Note(s), the Company or any of its Affiliates or any of its or their respective assets.
Secured Notes. All Company Options shall have been exercised for shares of Company Common Stock effective immediately prior to the Effective Time, or shall be cancelled by their terms or the terms of the Company Stock Option Plans as of the Effective Time, and the Company shall have provided to Parent each original executed Secured Note issued to the Company by any former holder of Company Options.
Secured Notes. The Notes are secured, equally and ratably with the Credit Agreement Obligations, by a senior security interest in the Collateral pursuant to the Security Agreement and the Security Documents referred to in the Indenture. The Notes are secured by a pledge of Collateral pursuant to the Security Documents. The Notes are subject to the terms of the Intercreditor Agreement.
Secured Notes. The definition of “Secured Notes” contained in Schedule 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:
