Conditions for Issuance. In addition to being subject to the satisfaction of the conditions contained in Sections 4.1 and 4.2, the obligation of an Issuer to issue any Facility Letter of Credit is subject to the satisfaction in full of the following conditions:
Conditions for Issuance. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares issuable upon settlement of the Stock Units prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. The grant of Stock Units is not intended to be a public offering of securities in your country, and the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities in connection with this grant, and the grant of the Stock Units is not subject to the supervision of the local securities authorities.
Conditions for Issuance. The Committee may, in its discretion, require the Participant to represent to, and agree with, the Company in writing that such person is acquiring the Shares without a view toward the distribution thereof. The certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or this Agreement, the Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions: (i) listing, or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval or permit from any state or federal governmental agency that the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he or she will not acquire any Shares, and that the Company will not be obligated to issue any Shares to the Participant hereunder, if the issuance of such Shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding and conclusive. The obligations of the Company and the rights of the Participant are subject to all applicable laws, rules and regulations.
Conditions for Issuance. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any shares issuable upon exercise of the Options prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. The grant of Options is not intended to be a public offering of securities in your country, and the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities in connection with this grant, and the grant of the Options is not subject to the supervision of the local securities authorities.
Conditions for Issuance. Interests in a Rule 144A Global Note deposited with the Clearing Agency pursuant to Section 2.16 shall be transferred to the beneficial owners thereof in the form of Definitive Notes only if (x) the Clearing Agency notifies the Issuer that it is unwilling or unable to continue as depositary for such Rule 144A Global Note or at any time ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary so registered is not appointed by the Issuer within 90 days of such notice or (y) the Issuer determines that the Rule 144A Global Note shall be exchangeable for Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Rule 144A Global Notes or the category of Definitive Notes represented thereby. Definitive Notes shall be issued without coupons in amounts of U.S. $25,000 and integral multiples of U.S. $1, subject to compliance with all applicable legal and regulatory requirements.
Conditions for Issuance. Unless otherwise specified in a related Series Supplement, interests in a Restricted Global Note or Permanent Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of Definitive Notes only if such transfer complies with Section 2.9 and (x) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a “clearing agency” registered under the Exchange Act, and, in either case, a successor depositary so registered is not appointed by the Issuer within 90 days of such notice or (y) the Issuer determines that the Restricted Global Note or Permanent Global Note with respect to the relevant Series of Notes shall be exchangeable for Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global Notes or the category of Definitive Notes represented thereby or (z) DTC notifies the Trustee that any Note Owner or Noteholder, purchaser or transferee of a beneficial interest in a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and the Issuer, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Note Owner, Noteholder, purchaser or transferee). In such event, the Issuer will deliver Definitive Notes in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause (y) or (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Unless otherwise provided in a related Series Supplement, Definitive Notes shall be issued only in minimum denominations of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof, subject to compliance with all applicable legal and regulatory requirements.
Conditions for Issuance. Interests in a Global Note deposited with Euroclear or Clearstream pursuant to Section 4(b) above shall be transferred to the beneficial owners thereof in the form of definitive Notes only if such transfer complies with this Section 5 and (1) Euroclear or Clearstream notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or (2) an Event of Default (as defined in Section 7 of the Terms) has occurred and is continuing with respect to the Notes.
Conditions for Issuance. Interests in a Registered Global Note deposited with the Trustee as custodian for DTC pursuant to Section 6(b), 6(c) or 6(d) shall be transferred to the beneficial owners thereof in the form of definitive registered Notes only if such transfer complies with Section 7(b) and Section 7(c) and (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Registered Global Note or at any time ceases to be a "clearing agency" registered under the Exchange Act, and a successor depositary so registered is not appointed by the Issuer within 90 days of such notice, or (ii) the Issuer determines that the Registered Global Note with respect to any Series of Notes shall be exchanged in full for definitive registered Notes. Definitive registered Notes shall be issued without coupons in amounts of US$250,000 (or the equivalent thereof in the currency in which such Note is denominated rounded to the nearest 1,000 units of such currency) and higher integral multiples US$50,000 (or the equivalent thereof in the currency in which such Note, is denominated rounded to the nearest 1,000 units of such currency) or in such denominations as may be specified in the applicable Pricing Supplement, subject to compliance with all applicable legal and regulatory requirements. Interests in a Permanent Global Note deposited with the Common Depositary in accordance with Section 6(a) shall be transferred to the beneficial owners thereof in the form of definitive Bearer Notes substantially in the form of Exhibit F hereto, with interest coupons, if any, attached, substantially in the form of Exhibit G hereto, only if (x) Euroclear or Cedel, as applicable, has been closed for a continuous 30-day period or announced an intention permanently to cease business, or (y) the holder of a beneficial interest in such Permanent Global Note notifies the Issuer and the Trustee in writing of its intention to exchange such beneficial interest in the Permanent Global Note for definitive Bearer Notes, or (z) the Issuer determines that the Permanent Global Note shall be exchanged in full for definitive Bearer Notes. If any holder of a beneficial interest makes a request as described in clause (y) above, the Issuer, as soon as practicable but in no event later than 60 days after the date of such request, shall be required to exchange the Permanent Global Note in full for Notes in definitive bearer form which, absent instructions to the contrary to Euroclear or Cedel, as the case...
Conditions for Issuance. Interests in a Restricted Global Note or Permanent Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of definitive registered Notes only if such transfer complies with Section 2.9 and (x) DTC notifies NFLP that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a "clearing agency" registered under the Exchange Act, and, in either case, a successor depositary so registered is not appointed by NFLP within 90 days of such notice or (y) NFLP determines that the Restricted Global Note or Permanent Global Notes with respect to the relevant Series of Notes shall be exchangeable for definitive registered Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global Notes or the category of Definitive Notes represented thereby or (z) any Note Owner or purchaser or transferee of a beneficial interest in a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and NFLP, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Noteholder, purchaser or transferee), NFLP will deliver Notes in definitive registered form, without interest coupons, in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Definitive registered Notes shall be issued without coupons in amounts of U.S.$1,000,000 and integral multiples of U.S.$1,000, subject to compliance with all applicable legal and regulatory requirements.
Conditions for Issuance. Notwithstanding anything to the contrary in Section 6.12 if the Agreement, interests in the Regulation S Global Certificate shall be transferred to the beneficial owners thereof in the form of definitive Class B Certificates only if (A) both of the Foreign Clearing Agencies is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (B) following a failure to pay principal when due on any Class B Certificate, the Co-Transfer Agent and Co-Registrar or the Trustee has received a notice from the Holder of the Regulation S Global Certificate requesting exchange of the Regulation S Global Certificate for definitive Class B Certificates. Notwithstanding anything to the contrary in Section 6.12 if the Agreement, interests in the Restricted Global Certificate shall be transferred to the beneficial owners thereof in the form of definitive Class B Certificates only if (A) the Seller advises the 16 16 Trustee and the Co-Transfer Agent and Co-Registrar that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Class B Certificates, (B) the Seller, at its option, advises the Trustee that it elects to terminate the book-entry system with respect to the Class B Certificates through the Clearing Agency or (C) after the occurrence of a Servicer Default, Certificate Owners of Class B Certificates held through the Clearing Agency evidencing not less than 50% of the aggregate unpaid principal amount of Class B Certificates held through the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants that the continuation of a book-entry system with respect to the Class B Certificates through the Clearing Agency is no longer in the best interests of the Certificate Owners with respect to such Class B Certificates.
