Delivery, Form and Denomination Sample Clauses

Delivery, Form and Denomination. The Notes initially will be represented by a single temporary global note in bearer form (the “Temporary Global Note”), without interest coupons, which will be deposited with and held by Bank One, NA, acting through its London Branch, as common depositary (the “Common Depositary”) for Xxxxxx Guaranty Trust Company of New York, Brussels office as the operator of the Euroclear System (“Euroclear”) and Cedelbank. Not earlier than the Exchange Date, beneficial interests in the Temporary Global Note will be exchangeable outside the United States of America (including the States and the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands) (the “United States”) for an equal aggregate principal amount of beneficial interests in a single permanent global note in bearer form, without interest coupons (the “Permanent Global Note” and, together with the Temporary Global Note, the “Global Notes”), upon and to the extent that the certification requirements set forth in the Fiscal Agency Agreement have been complied with. Certain details as to procedures and prerequisites for owners of beneficial interests in the Temporary Global Note to exchange such interests for beneficial interests in the Permanent Global Note are set forth in the Temporary Global Note and the Fiscal Agency Agreement. Beneficial interests in the Permanent Global Note will be exchangeable in whole after the Exchange Date (only outside the United States and subject to general terms and conditions of Euroclear and Cedelbank) upon 45 days’ written notice (which may be given at any time after the Closing Date), for an equal aggregate principal amount of Definitive Notes in bearer form with interest coupons (“Coupons”). Any Definitive Notes issued in exchange for such interests will be in bearer form only in denominations of £1,000, £10,000 and £100,000 with Coupons attached thereto, and title to such Definitive Notes and Coupons will pass upon delivery. Each Note and Coupon will carry the following legend: “This obligation has not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in contravention of that Act. Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the United States Internal Revenue Code.”
Sample 1
AutoNDA by SimpleDocs
Delivery, Form and Denomination. The Notes will initially be represented by a single temporary global note (the "Temporary Global Note"), without interest coupons (the "Coupons"), which will be deposited with Citibank, N.A, as common depositary (the "Common Depositary") for Morgxx Xxxranty Trust Company of New York, Brussels Office, as the operator of the Euroclear System ("Euroclear"), and Cedel Bank, S.A. ("Cedel Bank"). The beneficial interests in the Temporary Global Note will be exchangeable for definitive Notes, with Coupons, upon and to the extent that the certification requirements set forth in the Fiscal Agency Agreement have been complied with. Certain details as to procedures and prerequisites for owners of beneficial interests in the Temporary Global Note to exchange such interests for definitive Notes are set forth in the Temporary Global Note and the Fiscal Agency Agreement. Any definitive Notes issued in exchange for such interests will be in bearer form only in denominations of U.S. $1,000, U.S. $10,000 and U.S. $100,000 with Coupons attached thereto, and title to such definitive Notes and Coupons will pass upon delivery. Each definitive Note and Coupon will carry substantially the following legend: "This obligation has not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in contravention of that Act. Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the United States Internal Revenue Code."
Sample 1Sample 2
Delivery, Form and Denomination. Each 2009 Note and 2009 Coupon will carry substantially the following legend: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES, AND IS SUBJECT TO UNITED STATES TAX REQUIREMENTS. THIS NOTE IS BEING OFFERED OR SOLD ONLY OUTSIDE THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OF, ANY U.S. PERSON (AS THAT TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) OR ANY UNITED STATES PERSON (AS THAT TERM IS DEFINED IN UNITED STATES TREASURY REGULATIONS SECTION 1.163-5(c)(2)(i)(D)). ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The sections of the Internal Revenue Code (the “Code”) referred to in such legend provide that United States persons (as defined in the Code), with certain exceptions, will not be entitled to deduct any loss, and will not be entitled to capital gains treatment of any gain, on any sale, disposition or payment of principal of the Notes for United States federal income tax purposes. Title to the 2009 Notes will pass by delivery. The holder of a 2009 Note or any 2009 Coupon will be treated, to the extent permitted by law, by the Company, the Fiscal Agent, and all of their agents for all purposes as the owner of such 2009 Note or 2009 Coupon.
Sample 1

Related to Delivery, Form and Denomination

  • Form and Denomination The Notes shall be issuable in whole in the registered form of one or more Global Notes (without coupons), in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof, and shall be transferable in integral multiples of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof and the Depository for such Global Notes shall be The Depository Trust Company, New York, New York.

  • Form and Denominations With respect to each PC Pool, the principal balances, PC Coupons and other characteristics of the PCs to be issued shall be specified in the related Pool Supplement. Delivery of the PCs of a PC Pool shall constitute the issuance of the PCs for that PC Pool. PCs shall be issued, held and transferable only on the book-entry system of the Federal Reserve Banks in minimum original principal amounts of $1,000 and additional increments of $1. PCs shall at all times remain on deposit with a Federal Reserve Bank in accordance with the provisions of the Book-Entry Rules. A Federal Reserve Bank will maintain a book-entry recordkeeping system for all transactions in PCs with respect to Holders.

  • FORM, DATING AND DENOMINATIONS The Notes and the Trustee’s certificate of authentication will be substantially in the form set forth in Exhibit A. The Notes will bear the legends required by Section 2.09 and may bear notations, legends or endorsements required by law, stock exchange rule or usage or the Depositary. Each Note will be dated as of the date of its authentication. Except to the extent otherwise provided in a Company Order delivered to the Trustee in connection with the issuance and authentication thereof, the Notes will be issued initially in the form of one or more Global Notes. Global Notes may be exchanged for Physical Notes, and Physical Notes may be exchanged for Global Notes, only as provided in Section 2.10. The Notes will be issuable only in registered form without interest coupons and only in Authorized Denominations. Each certificate representing a Note will bear a unique registration number that is not affixed to any other certificate representing another outstanding Note. The terms contained in the Notes constitute part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, agree to such terms and to be bound thereby; provided, however, that, to the extent that any provision of any Note conflicts with the provisions of this Indenture, the provisions of this Indenture will control for purposes of this Indenture and such Note.

  • Form, Dating and Denominations; Legends (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the form of the Note annexed as Exhibit A constitute and are hereby expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable only in denominations of $1,000 in principal amount and any integral multiple thereof.

  • Authorized Denominations The Securities are issuable in registered form, without coupons, in denominations of $1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture, and subject to certain limitations therein set forth and to the limitations described below, if applicable, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

  • Form, Denomination and Title The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denominations (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Inflation Linked Note (being either an Inflation Linked Interest Note, an Inflation Linked Redemption Note or a combination of the two) or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Notes and Coupons will pass by delivery. The Issuer and the Paying Agents will (except as otherwise required by law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer and the Paying Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer and any Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part 2 of the applicable Final Terms.

  • Registered Form; Denominations; Transfer; Exchange The Notes are in registered form without coupons in denominations of $2,000 principal amount and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

  • Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations The aggregate principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.

  • Different Denominations This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

  • Date and Denomination of Notes; Payments of Interest The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

Time is Money Join Law Insider Premium to draft better contracts faster.