Forms of Notes and Certificate of Authentication Clause Samples
The "Forms of Notes and Certificate of Authentication" clause defines the required format and appearance of the notes (such as bonds or debt instruments) and the certificates used to authenticate them. It typically specifies the physical or electronic form the notes must take, outlines the information that must be included on each note, and details the process by which an authorized party, such as a trustee or registrar, certifies the authenticity of each note before it is issued or transferred. This clause ensures that all notes are standardized and properly validated, which helps prevent fraud and facilitates smooth transactions in the marketplace.
Forms of Notes and Certificate of Authentication. (a) The form of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes shall be as set forth respectively as Exhibits A, B, C and D hereto.
Forms of Notes and Certificate of Authentication. (a) The form of the Notes, including the Certificate of Authentication, shall be as set forth in Exhibit A, as applicable.
(b) Rated Notes offered and sold on the Closing Date outside the United States to non-U.S. Persons in reliance on Regulation S that are also Qualified Purchasers will be issued in the form of Temporary Global Notes, and ERISA Restricted Notes in the form of Regulation S Global Notes, in each case duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. On or after the 40th day after the later of the Closing Date and the commencement of the offering of the Notes (the "Exchange Date"), interests in a Temporary Global Note of any Class will be exchangeable for interests in a 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 that are also Qualified Purchasers. Upon the exchange of a Temporary Global Note for a Regulation S Global Note, the Regulation S Global Note will be deposited with the Trustee as custodian for the Depository and registered in the name of a nominee of the Depository for the account of Euroclear and Clearstream.
(c) Except as provided in clause (d), Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A will be issued initially in the form of a Rule 144A Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Notes sold to purchasers that are Accredited Investors (including Institutional Accredited Investors) that are also Qualified Purchasers will be represented by Definitive Notes.
(d) Rated Notes will be represented by Global Notes. Subordinated Notes will be issued in the form of Definitive Notes, Rule 144A Global Notes and Regulation S Global Notes. Notwithstanding the foregoing:
(i) No Benefit Plan Investor or Controlling Person (other than a Benefit Plan Investor or Controlling Person purchasing on the Closing Date who has provided a signed investor representation letter delivered to the Initial Purchaser in connection with such acquisition on the Closing Date) may hold Subordinated Notes in the form of a Regulation S Global Note.
(ii) No Benefit Plan Investor, Controlling Person or Accredited Investor (including an Institutional Accredited Investor) (other than a Benefit Plan Investor or Controlling Person purchasing on the Closing Date who has provided a signed investor representation letter delive...
Forms of Notes and Certificate of Authentication. (a) The forms of the Notes, including the Certificate of Authentication, shall be as set forth in the applicable Exhibit hereto.
(b) Notes offered and sold to Qualified Institutional Buyers (in reliance on Section 4(2), Rule 144A or another exemption under the Securities Act) and to Qualified Purchasers shall be issued in the form of a Rule 144A Global Note, which shall be deposited with the Trustee, as custodian for DTC, and registered in the name of DTC or the nominee of DTC, in each case, duly executed by the Issuer and authenticated by the Trustee in accordance with Section 2.2(c). The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided.
(c) This Section 2.2(c) shall apply only to Rule 144A Global Notes deposited with or on behalf of DTC. The Issuer shall execute and the Trustee shall upon receipt of an Issuer Order, in accordance with this Section 2.2(c), authenticate and deliver initially one or more Rule 144A Global Notes, that (i) shall be registered in the name of DTC for such Rule 144A Global Note or Rule 144A Global Notes or the nominee of DTC and (ii) is held by the Trustee, as custodian for DTC. Agent Members shall have no rights under this Indenture with respect to any Rule 144A Global Note held on their behalf by DTC or under the Rule 144A Global Note, and DTC may be treated by the Issuer, the Trustee, and any agent of the Issuer or the Trustee as the absolute owner of such Rule 144A Global Note for all purposes whatsoever (except to the extent otherwise provided herein). Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(d) Except as provided in Section 2.10, owners of beneficial interests in Rule 144A Global Notes will not be entitled to receive physical delivery of Definitive Notes.
Forms of Notes and Certificate of Authentication. (a) The form of the Class B Notes, including the Certificate of Authentication, shall be substantially as set forth in Exhibit B hereto.
(b) The Notes shall be issued in definitive form, registered in the name of the legal owner thereof attached without interest coupons with the applicable legend set forth in Exhibit B hereto added to the form of such Notes (each a “Definitive Note”), which shall be executed by the Issuer and authenticated by the Note Administrator as hereinafter provided. The aggregate principal amount of the Definitive Notes may from time to time be increased or decreased by adjustments made on the records of the Note Administrator as hereinafter provided.
Forms of Notes and Certificate of Authentication. (a) The form of the certificated Notes is attached hereto as Exhibit A.
(b) The form of the Trustee's certificate of authentication is as set forth on Exhibit A.
(c) The form of transfer and assignment is as set forth on Exhibit A.
Forms of Notes and Certificate of Authentication. (a) The forms of the Notes including the Certificated Notes, Regulation S Global Notes and Rule 144A Global Notes, shall be as set forth in the applicable part of Exhibit A hereto.
Forms of Notes and Certificate of Authentication. (a) The form of Note which is a Class A-1 Note is attached hereto as Exhibit II.
(b) The form of Note which is a Class A-2 Note is attached hereto as Exhibit III.
(c) The form of the Trustee's certificate of authentication is as follows: "This is one of the Notes referred to in the within mentioned Indenture. ___________________________________ as Trustee By: ________________________________ Authorized Signatory"
(d) The form of assignment is as follows: "FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________________ ______________________________________ (Please insert Social Security or other Identifying Number of Assignee) _______________________________________________________________________________ _______________________________________________________________________________ (Please print or type name and address of Assignee) the within Note of ________________________, and does hereby irrevocably constitute and appoint ______________ Attorney to transfer such Note on the books of the within named trust, with full power of substitution in the premises.
Forms of Notes and Certificate of Authentication