Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 3 contracts
Sources: Supplemental Indenture (Fidelity National Information Services, Inc.), Twelfth Supplemental Indenture (Fidelity National Information Services, Inc.), Thirteenth Supplemental Indenture (Fidelity National Information Services, Inc.)
Global Notes. The Notes This Section 2.07(c) shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Global Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if .
(i) Each Global Note authenticated under this Indenture shall be registered in the Company has been notified that Euroclear name of the Depository designated for such Global Note or Clearstream (a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, combination thereof.
(ii) the CompanyNotwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in its sole discretion and subject the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the procedures of Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and Issuer executes and delivers to the Trustee a Company Authentication Order to the effect providing that such global Securities Global Note shall be so transferable, registrable and exchangeable, or (iiiC) there shall have occurred and be continuing an Event of Default with respect to the Securities of Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such series and Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the Registrar has received a request from Euroclear or Clearstream. In such event, restriction set forth in the Company second preceding sentence shall executehave ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the Trusteename or names of, upon receipt such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Company Order Global Note for the authentication other Senior Secured Notes may be made in whole or in part, and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form all Senior Secured Notes issued in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD a Global Note or any participant portion thereof shall be registered in such name or indirect participant names as the Depository for such Global Note shall direct.
(iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in an ICSD exchange for or in identifying lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the beneficial owners form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(v) Notwithstanding any other provision of this Indenture or of the related Notes Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and each in subclauses (B), (C), (D) and (E) of those Persons may conclusively rely onthis clause (v) below shall be made only in accordance with this clause (v), and will be protected all transfers of an interest in relying on, instructions from the ICSD a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for all purposes, including with respect to the registration and delivery, and the respective principal amounts, transfers of the certificated Senior Secured Notes or beneficial interests in Global Notes to be issuedPersons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.
Appears in 3 contracts
Sources: Indenture (Ormat Technologies, Inc.), Indenture (Ormat Technologies, Inc.), Indenture (Ormat Technologies, Inc.)
Global Notes. The Notes shall initially corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form. The Bank of New York Mellonform (a “Global Note”), London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the and if issued as one or more Global Notes, the first sentence Depositary shall be The Depository Trust Company or such other depositary as any officer of the seventh paragraph of Section 3.5 Company may from time to time designate. On the date on which the Notes registered in the name of the Base Indenture is hereby amended Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases and restated to read as follows: “A Security Decreases in global form Note on the Global Notes held by the Depositary. Notes represented by the Global Notes will be exchangeable for Notes in certificated Securities of the same series in definitive form only (x) if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has been notified not appointed a successor Depositary within 90 days of that Euroclear notice or Clearstream of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that the Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any additional or alternative clearing system on behalf whole multiple of which $1,000 above that amount and be of like aggregate principal amount and tenor as the global Security portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Companytransferred, in its sole discretion whole but not in part, and subject any payments on the Notes shall be made, only to the procedures Depositary or a nominee of the Depositary, determines or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. Any Global Note that such Securities in global form is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated Securities and executes and delivers to the Trustee a Company Order to the effect that form registered in such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs names as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global formDepositary shall direct.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 3 contracts
Sources: Supplemental Indenture (Johnson Controls Inc), Supplemental Indenture (Johnson Controls Inc), Supplemental Indenture (Johnson Controls Inc)
Global Notes. The Notes shall initially be issued in global formform will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The Bank of New York MellonCompany shall execute and the Trustee shall, London Branchin accordance with Section 2.02 hereof, authenticate and deliver the Global Notes that (i) shall be registered in the initial name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Trustee as Custodian. Participants shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Custodian or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or Trustee as the owner of such Global Note for all purposes. Notwithstanding the Notesforegoing, nothing herein shall prevent the Company, the Trustee or any Agent or other agent of the Company or the Trustee from giving effect to any written certificate, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The fourth Trustee shall have no responsibility or obligation to last paragraph any Holder, any member or Participant of Section 3.3 DTC or any other Person with respect to the accuracy of the Base Indenture shall not apply records of DTC (or its nominee) or of any Participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including without limitation any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under which or with respect to the Notes. The Notes Trustee may rely (and shall be transferred only fully protected in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (irelying) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than upon information furnished by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default DTC with respect to the Securities of such series its members, Participants and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global formIndirect Participants.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 3 contracts
Sources: Indenture (Icahn Enterprises L.P.), Indenture (Icahn Enterprises Holdings L.P.), Indenture (Icahn Enterprises Holdings L.P.)
Global Notes. (a) The Notes shall initially of each Tranche will be issued in global formrepresented on issue by either a single Temporary Global Note or a single Permanent Global Note, as indicated by the relevant Final Terms. The Bank of New York Mellon, London Branch, Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the initial Depositary for the case of Zero Coupon Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only , Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of Section 3.5 such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Base IndentureProgramme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement.
(b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. With respect Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Notes, Issuer and shall be signed manually or in facsimile by a person duly authorised by the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system Issuer on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidaysIssuer, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified authenticated by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor Issuing and terms in certificated formPaying Agent and shall, in authorized denominations the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.
(c) Each Permanent Global Note shall be printed or typed in an aggregate principal amount equal the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the principal amount Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Security Issuer, shall be authenticated by or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners on behalf of the related Notes Issuing and each Paying Agent and shall, in the case of those Persons may conclusively rely ona Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, and will be protected in relying on, effectuated by the common safekeeper acting on the instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be issueda binding and valid obligation of the Issuer and title thereto shall pass by delivery.
Appears in 3 contracts
Sources: Trust Deed, Trust Deed, Trust Deed
Global Notes. The Rule 144A Notes shall initially be issued initially in the form of one or more permanent global form. The Bank of New York MellonNotes in definitive, London Branchfully registered form (collectively, the “Rule 144A Global Note”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall be registered in the initial name of the Depositary or a nominee of the Depositary for the Notesaccounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Regulation S Notes shall be transferred only issued initially in accordance the form of one or more global Notes (collectively, the “Regulation S Temporary Global Note” and together with the provisions of Section 3.5 Regulation S Permanent Global Note (identified below) the “Regulation S Global Note”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall be deposited on behalf of the Base Indenture. With respect purchasers of the Notes represented thereby with the 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 provided in this Indenture to accommodate transfers of beneficial interests in the Notes to non-U.S. Persons subsequent to the Notesinitial distribution. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the first sentence “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the seventh paragraph of Section 3.5 Depositary or a nominee of the Base Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture is hereby amended and restated to read as follows: “A Security accommodate transfers of beneficial interests in global form will the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for certificated Securities interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the same series Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”. 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 and the Depositary or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be terminated upon certification in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject reasonably satisfactory to the Trustee, if required, that beneficial ownership interests in the Regulation S Temporary 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 (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depositary. Simultaneously with the authentication of the Regulation S Permanent Global Note, determines that such Securities in global form the Trustee shall cancel the Regulation S Temporary Global Note. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be exchangeable for certificated Securities and executes and delivers applicable to transfers of beneficial interests in the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series Regulation S Temporary Global Security and the Registrar has received a request from Regulation S Permanent Global Security that are held by participants through Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 2 contracts
Sources: Indenture (Domus Holdings Corp), Indenture (Domus Holdings Corp)
Global Notes. The (i) In the case of Initial Notes, one or more Global Notes in fully registered form without interest coupons and bearing the Global Notes Legend (collectively, the “Global Notes”) shall initially be issued on the Issue Date, deposited with the Notes Custodian, and registered in global formthe name of the Depository or a nominee of the Depository, duly executed by the Issuers and authenticated by the Trustee as provided in the Indenture. The Bank In the case of New York MellonInitial Notes, London Branchthe Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository and (ii) be delivered to the Trustee as custodian for such Depository. Members of, or direct or indirect participants in, the Depository, Euroclear and Clearstream (“Agent Members”) shall be have no rights under this Indenture with respect to any Global Note held on their behalf by the initial Depositary for Depository or the Trustee as its custodian or under the Global Notes. The fourth to last paragraph of Section 3.3 Depository may be treated by the Issuers, the Trustee and any agent of the Base Indenture Issuers or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall not apply prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Notes. The Depository, or impair, as between the Depository, Euroclear or Clearstream and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(ii) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or its respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 3.5 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (x) in the case of the Base Indenture. With respect to the Initial Notes, the first sentence of Depository (a) notifies the seventh paragraph of Section 3.5 of Issuers that it is unwilling or unable to continue as depository for such Global Note or (b) has ceased to be a clearing agency registered under the Base Indenture Exchange Act and in each case a successor depository is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if not appointed, (iy) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidaysIssuers, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion at their option and subject to the procedures of the DepositaryDepository, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to notify the Trustee a Company Order in writing that they elect to cause the effect that such global Securities shall be so exchangeable, issuance of Definitive Notes or (iiiz) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series Notes and the Registrar has received a request from Euroclear or Clearstreamhas been made by the beneficial owners thereof for such exchange. In such eventall cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the Company shall executenames, and the Trusteeissued in any approved denominations, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified requested by or on behalf of the ICSDs Depository in accordance with its customary procedures.
(iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (ii) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial holder thereofowner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an equal aggregate principal amount equal to the principal amount of the Security or Securities Definitive Notes of such series authorized denominations.
(iv) The holder of like tenor any Global Note may grant proxies and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for otherwise authorize any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposesPerson, including with respect Agent Members and Persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedNotes.
Appears in 2 contracts
Sources: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)
Global Notes. The (i) In the case of Original Notes, one or more Global Notes in fully registered form without interest coupons and bearing the Global Notes Legend (collectively, the “Global Notes”) shall initially be issued on the Issue Date, deposited with the Notes Custodian, and registered in global formthe name of the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. The Bank In the case of New York MellonOriginal Notes, London Branchthe Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member and (ii) be delivered to the Trustee as custodian for such Depository. Members of, or direct or indirect participants in, the Depository, Euroclear and Clearstream (“Agent Members”) shall be have no rights under this Indenture with respect to any Global Note held on their behalf by the initial Depositary for Depository or the Trustee as its custodian or under the Global Notes. The fourth to last paragraph of Section 3.3 Depository may be treated by the Issuer, the Trustee and any agent of the Base Indenture Issuer or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall not apply 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 the Notes. The Depository, or impair, as between the Depository, Euroclear or Clearstream and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(ii) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or its respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 3.5 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (x) in the case of the Base Indenture. With respect to the Initial Notes, the first sentence of Depository (a) notifies the seventh paragraph of Section 3.5 of Issuer that it is unwilling or unable to continue as depository for such Global Note or (b) has ceased to be a clearing agency registered under the Base Indenture Exchange Act and in each case a successor depository is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if not appointed, (iy) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidaysIssuer, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in at its sole discretion option and subject to the procedures of the DepositaryDepository, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to notifies the Trustee a Company Order in writing that it elects to cause the effect that such global Securities shall be so exchangeable, issuance of Definitive Notes or (iiiz) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or ClearstreamNotes. In such eventall cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the Company shall executenames, and the Trusteeissued in any approved denominations, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified requested by or on behalf of the ICSDs Depository in accordance with its customary procedures.
(iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial holder thereofowner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an equal aggregate principal amount equal to the principal amount of the Security or Securities Definitive Notes of such series authorized denominations.
(iv) The Holder of like tenor any Global Note may grant proxies and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for otherwise authorize any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposesPerson, including with respect Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedNotes.
Appears in 2 contracts
Sources: Indenture (Momentive Performance Materials Quartz, Inc.), Indenture (Momentive Performance Materials Quartz, Inc.)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company has been notified that Euroclear for such Global Note or Clearstream a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture.
(or any additional or alternative clearing system on behalf ii) Except for exchanges of which Global Notes for definitive, Non-global Notes at the global Security sole discretion of the Company, no Global Note may be heldexchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary (i) has been closed notified the Company that it is unwilling or unable to continue as Depositary for business for such Global Note or (ii) has ceased to be a continuous period of 14 days (other than by reason of holidays, statutory clearing agency registered as such under the Exchange Act or otherwise) or has announced announces an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iiiB) there shall have occurred and be continuing an Event of Default with respect to such Global Note. In case of an event under clause (A) of the Securities preceding sentence, if a successor Depositary for such Global Note is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventineligibility, the Company shall will execute, and the Trustee, upon receipt of a Company Order for an Officers' Certificate directing the authentication and delivery of certificated Securities of such series of like tenor and termsNotes, shall will authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated formNotes, in any authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form Global Note in exchange for such Security Global Note.
(iii) If any Global Note is to be exchanged for other Notes or Securities canceled in global form.” Neither the Company nor the Trustee will whole, it shall be liable for any delay surrendered by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners on behalf of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect Depositary or its nominee to the registration and deliveryTrustee, and the respective principal amountsas Note Registrar, of the certificated Notes for exchange or cancellation, as provided in this Article 2. If any Global Note is to be issued.exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, in each case, as provided in Section 2.07, then either (A) such Global
Appears in 2 contracts
Sources: Indenture (Charter Communications Inc /Mo/), Indenture (Charter Communications Inc /Mo/)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities Dollar Notes issued in global form shall be exchangeable for certificated Securities substantially in the form of Exhibit A-1 hereto, including the Dollar Global Note Legend thereon and executes the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Dollar Notes issued in definitive form shall be substantially in the form of Exhibit A-1 hereto, but without the Dollar Global Note Legend thereon and delivers without the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Dollar Global Note shall represent such of the outstanding Dollar Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the Trustee aggregate principal amount of Dollar Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Dollar Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Company Order Dollar Global Note to reflect the effect that such global Securities amount of any increase or decrease in the aggregate principal amount of outstanding Dollar Notes represented thereby shall be so exchangeablemade by the Trustee or the Custodian, or (iii) there shall have occurred and be continuing an Event at the direction of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.
(ii) Euro Notes issued in global form shall be substantially in the form of a Company Order for Exhibit A-2 hereto, including the authentication Euro Global Note Legend thereon and delivery the “Schedule of certificated Securities Exchanges of Interests in the Global Note” attached thereto. Euro Notes issued in definitive form shall be substantially in the form of Exhibit A-2 hereto, but without the Euro Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Euro Global Note shall represent such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs outstanding Euro Notes as shall be specified in the beneficial holder thereof, Securities “Schedule of such series Exchanges of like tenor Interests in the Global Note” attached thereto and terms in certificated form, in authorized denominations and in an each shall provide that it shall represent up to the aggregate principal amount equal of Euro Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Euro Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Euro Global Note to reflect the Security amount of any increase or Securities decrease in the aggregate principal amount of such series of like tenor and terms outstanding Euro Notes represented thereby shall be made by the Common Depositary in global form in exchange for such Security or Securities in global form.” Neither accordance with the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners Applicable Procedures of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedEuro Note Depositary.
Appears in 2 contracts
Sources: Indenture (MPT Operating Partnership, L.P.), Indenture (Clarios International Inc.)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, Each Global Note authenticated under this Indenture shall be registered in the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 name of the Base Indenture Depositary designated for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall not apply constitute a single Note for all purposes of this Indenture. Ownership of beneficial interests in a Global Note will be limited to persons who have accounts with the Depositary (“Participants”) or persons who hold interests through such Participants. Upon the issuance of a Global Note, the Depositary or its custodian shall credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Note to the Notesaccounts of its Participants. The Notes Ownership of beneficial interests in a Global Note shall be transferred shown only on, and the transfer of such ownership interests shall be effected only through, records maintained by the Depositary or its nominee (with respect to interests of Participants) or by any such Participant (with respect to interests of persons held by such Participants on their behalf). Payments, transfers, exchanges and other matters relating to beneficial interests in accordance with a Global Note may be subject to various policies and procedures adopted by the provisions of Section 3.5 Depositary from time to time. None of the Base IndentureIssuer, the Guarantor, the Trustee or any of their respective agents shall have any responsibility or liability for any aspect of the Depositary’s or any Participant’s records, policies or procedures relating to, or for payments made on account of, beneficial interests in a Global Note or for any other aspect of the relationship between the Depositary and its Participants, or for maintaining, supervising or reviewing any records relating to such beneficial interests. With respect Notwithstanding any provision of this Indenture or any Note to the Notescontrary, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the first sentence name of any Person other than the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if Depositary or its nominee unless (i) the Company has been notified Depositary notifies the Issuer and the Guarantor that Euroclear the Depositary is unwilling or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business unable to continue as depositary for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) Global Note or has announced an intention permanently ceased to cease business be qualified to act as such as required by this Indenture and the Issuer or the Guarantor does in fact do so, not appoint a successor Depositary within 90 days after the Issuer and the Guarantor receives such notice or becomes aware of such non-qualification or (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or ClearstreamNotes. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form All definitive Notes issued in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD a Global Note or any participant or indirect participant portion thereof shall be registered in an ICSD such names as the Depositary shall direct. In the event and for so long as definitive Notes are not issued to any owner of a beneficial interest in identifying a Global Note after the beneficial owners occurrence of one of the related Notes and each of those Persons may conclusively rely onevents set forth above, and will be protected in relying onthe Issuer expressly acknowledges, instructions from the ICSD for all purposes, including with respect to the right of a Holder to pursue a remedy pursuant to Section 4.7 or Section 4.8, the right of such owner to pursue such remedy with respect to the portion of the Global Note that represents such owner’s Notes as if such definitive Notes had been issued. Except in the circumstances referred to in the preceding paragraph, as long as the Depositary, or its nominee, is the registered Holder of a Global Note, the Depositary or such nominee, as the case may be, shall be considered the sole owner and Holder of such Global Note (and of the Notes represented thereby) for all purposes under this Indenture and the Notes. Except in the circumstances referred to in the preceding paragraph, owners of beneficial interests in a Global Note shall not be entitled to have such Global Note or any Notes represented thereby registered in their names, shall not receive or be entitled to receive physical delivery of definitive Notes in exchange therefor and shall not be considered the owners or Holders of such Global Note (or any Notes represented thereby) for any purpose under this Indenture or the Notes. In addition, no beneficial owner of an interest in a Global Note shall be able to transfer that interest except in accordance with the Depositary’s applicable procedures (in addition to those under this Indenture referred to herein and, if applicable, those of Euroclear and Clearstream). All payments of interest on, principal of, or Additional Amounts on, a Global Note shall be made to or to the order of the Depositary or its nominee, as the case may be, as the Holder thereof. Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.6, Section 2.8 or otherwise, shall be authenticated and deliverydelivered in the form of, and shall be, a Global Note, unless such Note is registered in the respective principal amounts, name of a Person other than the certificated Notes to be issuedDepositary for such Global Note or a nominee thereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Takeda Pharmaceutical Co LTD), Indenture (Takeda U.S. Financing Inc.)
Global Notes. The Notes offered and sold in reliance on Regulation S shall initially be issued initially in global form. The Bank the form of New York Mellonone or more Global Notes substantially in the form of Exhibit A hereto, London Branchwith such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or deposited on behalf of the ICSDs purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the beneficial holder thereofcase may be, Securities for credit to an account of such series of like tenor DTC or members of, or participants and terms account holders in certificated formDTC (“Participants”) (or, in authorized denominations the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in an accordance with Section 2.02) as hereinafter provided. The aggregate principal amount equal to the principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or Securities more Global Notes substantially in the form of Exhibit A hereto, with such series applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of like tenor the purchasers of the Notes represented thereby with the Depository, and terms registered in global form in exchange the name of the Depository or its nominee, as the case may be, for such Security credit to an account of DTC or Securities in global form.” Neither Participants, duly executed by the Company nor Issuer and authenticated by the Trustee will be liable for any delay by an ICSD (or any participant or indirect participant its agent in an ICSD in identifying the beneficial owners accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the related Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes and each transferred to Accredited Investors shall be issued initially in the form of those Persons may conclusively rely onone or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and will registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be protected in relying on, instructions from increased or decreased by adjustments made by the ICSD for all purposes, including with respect Registrar on Schedule A to the registration IAI Global Note and deliveryrecorded in the Security Register, and the respective principal amounts, of the certificated Notes to be issuedas hereinafter provided.
Appears in 2 contracts
Sources: Indenture (Digicel Group LTD), Indenture (Digicel Group LTD)
Global Notes. This Section 2(b) shall apply to any Book-Entry Notes represented by one or more Global Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (the “Depositary”) or a nominee thereof:
(i) each Global Note representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or a nominee thereof;
(ii) notwithstanding any other provisions of this Agreement or a Global Note, such Global Note shall initially not be issued transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. A Global Note may be exchanged for a Certificated Note in global form. The Bank of New York Mellon, London Branch, shall be the initial event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for the Notes. The fourth Global Notes or the Depositary has ceased to last paragraph be a “clearing agency” registered under the Securities Exchange Act of Section 3.3 1934, as amended (the “Exchange Act”), and a successor depositary is not appointed by the Issuer within sixty (60) days thereafter, (B) an Event of the Base Indenture shall not apply to Default (as defined in the Notes. The Notes shall be transferred only in accordance ) has occurred and is continuing with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if Notes or (iC) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the CompanyIssuer, in its sole discretion and subject to the procedures of the Depositarydiscretion, determines that such Securities in global form all of the Book-Entry Notes shall no longer be exchangeable for certificated Securities and executes and delivers represented by Global Notes. Any Global Note exchanged pursuant to the Trustee a Company Order to the effect that such global Securities clause (A) or (C) above shall be so exchangeableexchanged in whole but not in part, while any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary;
(iii) there Notes issued in exchange for a Global Note or any portion thereof shall be issued as Certificated Notes, without interest coupons, shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be registered in such names and be in such authorized denominations as the Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall be surrendered by the Depositary to the Corporate Trust Office of the Issuing and Paying Agent located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇, ▇▇. ▇▇▇▇, MN 55107-1402 (the “Corporate Trust Office”), to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Security Issuing and Paying Agent. Upon any such surrender or Securities adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer, the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such series surrender, the Issuer shall execute, and upon receipt of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by instructions from an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners Authorized Representative of the related Notes Issuer the Issuing and each Paying Agent shall authenticate and deliver, a new Global Note on behalf of those Persons the Depositary for the remaining principal amount thereof; and
(iv) neither any members of, or participants in, the Depositary (“Participants”) nor any other persons on whose behalf Participants may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including act shall have any rights under this Agreement with respect to any Global Note registered in the registration and deliveryname of the Depositary or any nominee thereof, or under any such Global Note, and the respective principal amountsDepositary or such nominee, as the case may be, may be treated by the Issuer, the Issuing and Paying Agent and any agent of the certificated Notes Issuer or the Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note in accordance with Section 12(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Issuer or the Issuing and Paying Agent from giving effect to be issuedany written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the rights of a Registered Holder of a Global Note.
Appears in 2 contracts
Sources: Issuing and Paying Agency Agreement (Univest Corp of Pennsylvania), Issuing and Paying Agency Agreement (Univest Corp of Pennsylvania)
Global Notes. The Each Global Note will represent the aggregate principal amount of then outstanding Notes shall initially endorsed thereon and provide that it represents such aggregate principal amount of then outstanding Notes, which aggregate principal amount may, from time to time, be issued in global formreduced or increased to reflect transfers, exchanges, conversions, redemptions or repurchases by the Company. The Bank of New York MellonOnly the Trustee, London Branch, shall be or the initial Depositary custodian holding such Global Note for the Notes. The fourth to last paragraph of Section 3.3 Depositary, at the direction of the Base Indenture shall not apply Trustee, may endorse a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of then outstanding Notes represented thereby, and whenever the Holder of a Global Note delivers instructions to the Notes. The Trustee to increase or decrease the aggregate principal amount of then outstanding Notes shall be transferred only represented by a Global Note in accordance with Section 2.09 hereof, the provisions of Section 3.5 Trustee, or the custodian holding such Global Note for the Depositary, at the direction of the Base IndentureTrustee, will endorse such Global Note to reflect such increase or decrease in the aggregate principal amount of then outstanding Notes represented thereby. With None of the Trustee, the Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent, the Company, the Guarantors or any agent of the Trustee, the Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent, the Company or the Guarantors will have any responsibility or bear any liability or any obligation to any Agent Members or any other Person on whose behalf Agent Members may act with respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) any aspect of the Company has been notified that Euroclear records relating to, or Clearstream (or payments made on account of, the ownership of any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for beneficial interest in a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, Global Note (ii) any notice required hereunder, (iii) with respect to maintaining, supervising or reviewing any records relating to such beneficial interest, or (iv) any actions taken or not taken by any Agent Members. Neither any member of, or participant in, the Depositary (collectively, the “Agent Members”) nor any other Person on whose behalf an Agent Member may act will have any rights under this Indenture with respect to any Global Note or under such Global Note, and the Company, in its sole discretion and subject to the procedures of the DepositaryGuarantors, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf any agent of the ICSDs as Company, the beneficial holder thereofGuarantors, Securities of such series of like tenor and terms in certificated formthe Trustee, in authorized denominations and in an aggregate principal amount equal to the principal amount of Paying Agent, the Security Registrar, the Conversion Agent, or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely onCollateral Agent, and will be protected in relying onmay, instructions from the ICSD for all purposes, treat the Depositary, or its nominee, if any, as the absolute owner and Holder of such Global Note. The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that such Holder is entitled to take under this Indenture or the Notes with respect to such Global Note, and, notwithstanding the registration and deliveryforegoing, and nothing herein will prevent the respective principal amountsCompany, the Guarantors, the Trustee, the Collateral Agent, the Paying Agent, the Registrar, the Conversion Agent or any agent of the certificated Notes Company, the Guarantors, the Trustee, the Collateral Agent, the Registrar, the Conversion Agent or the Paying Agent from giving effect to be issuedany written certification, proxy or other authorization furnished by such Holder or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of their respective customary practices governing the exercise of the rights of a Holder of any interest in any Global Note.
Appears in 2 contracts
Sources: Indenture (Medicine Man Technologies, Inc.), Indenture (Protalix BioTherapeutics, Inc.)
Global Notes. The Notes Except as provided in Section 2.01(c), notes offered and sold in connection with the Offering by the Initial Purchasers to QIBs in reliance on Rule 144A shall initially be issued initially in global form. The Bank the form of New York Mellonone or more 144A Global Notes, London Branch, which shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or deposited on behalf of the ICSDs purchasers of the Notes represented thereby with the Trustee, as custodian of the beneficial holder thereofDepository, Securities and registered in the name of such series the Depository or a nominee of like tenor the Depository, duly executed by the Company and terms in certificated form, in authorized denominations and in an authenticated by the Trustee as hereinafter provided. The aggregate principal amount equal to the principal amount of the Security 144A Global Notes may from time to time be increased or Securities decreased by adjustments made on the records of such series the Trustee and the Depository or its nominee as hereinafter provided. Notes offered and sold in connection with the Offering by the Initial Purchasers in reliance on Regulation S, if any, shall be issued initially in the form of like tenor the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, and terms registered in global form in exchange the name of the Depository or the nominee of the Depository for such Security the accounts of designated agents holding on behalf of Euroclear or Securities in global form.” Neither Cedel, duly executed by the Company nor and authenticated by the Trustee will as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be liable for terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the related 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest 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 those Persons outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may conclusively rely onfrom time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and will 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 protected in relying onmade by the Trustee or the Note Custodian, instructions from at the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, direction of the certificated Notes to be issuedTrustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.
Appears in 2 contracts
Sources: Indenture (Trico Marine Services Inc), Indenture (Trico Marine Services Inc)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Rule 144A Notes shall be transferred only issued initially in accordance with the provisions form of Section 3.5 one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of the Base Indenture. With respect to the one or more global Notes, numbered S-1 upward (collectively, the first sentence of “Regulation S Global Note”), in each case without interest coupons and bearing the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended Global Notes Legend and restated to read as follows: “A Security in global form will Restricted Notes Legend, which shall be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system deposited on behalf of which the global Security may be held) has been closed for business for purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures nominee of the Depositary, determines that such Securities duly executed by the Company and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered I-1 upward (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs after the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for certificated Securities interests in the Rule 144A Global Note, the IAI Global Note or any Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and executes any Unrestricted Global Note are each referred to herein as a “Global Note” and delivers are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee a Company Order to or the effect that such global Securities shall be so exchangeableCustodian, or (iii) there shall have occurred and be continuing an Event at the direction of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for in accordance with instructions given by the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified Holder thereof as required by or on behalf Section 2.06 of the ICSDs as the beneficial holder thereof, Securities Indenture and Section 2.3(c) of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.this Appendix A.
Appears in 2 contracts
Sources: Indenture (Ero Copper Corp.), Indenture (New Gold Inc. /FI)
Global Notes. The Notes shall initially be issued to a Depository in global form. The Bank the form of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Global Notes shall be transferred subject to the following additional provisions, unless and until Definitive Notes have been issued to Beneficial Holders pursuant to Section 3.2(b):
(a) the Trustee may deal with the Depository for all purposes as the sole holder of the Notes and the authorized representative of the Beneficial Holders of such Notes;
(b) the rights of the Beneficial Holders of such Notes shall be exercised only through the Depository and the rights of Beneficial Holders shall be limited to those established by applicable law and agreements between the Depository and the Participants and between the Participants and Beneficial Holders, and must be exercised through a Participant in accordance with the provisions of Section 3.5 rules and procedures of the Base Indenture. With respect Depository;
(c) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders evidencing a specified percentage of the outstanding Notes, the first sentence Depository shall be deemed to be counted in that percentage to the extent that it has received instructions to such effect from Beneficial Holders or Participants;
(d) the Depository will make book-entry transfers among the direct Participants of such Depository and will receive and transmit distributions of principal, Premium (if any) and interest on the Notes to such direct Participants;
(e) the direct Participants of the seventh paragraph of Section 3.5 Depository shall have no rights under this Indenture or under or with respect to any of the Base Indenture is hereby amended Notes held on their behalf by such Depository, and restated to read the Depository may be treated by the Trustee as follows: “A Security in global form will be exchangeable for certificated Securities the absolute owner of the same series Notes represented by the Global Notes for all purposes whatsoever;
(f) whenever a notice or other communication is required to be provided to Holders, the Issuer or the Trustee shall provide such notices and communications to the Depository for delivery of such notices and communications to the Beneficial Holders in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion accordance with applicable securities laws and subject to regulations and the procedures of the DepositaryDepository; and
(g) notwithstanding any other provision of this Indenture, determines that such Securities all payments in global respect of Notes issuable in the form of or represented by a Global Note shall be exchangeable for certificated Securities and executes and delivers made to the Trustee a Company Order Depository or its nominee for subsequent payment by the Depository or its nominee to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder Beneficial Holders thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 2 contracts
Sources: Trust Indenture, Trust Indenture
Global Notes. The (a) With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Issuer shall initially cause to be issued kept by and at the principal office of the Trustee in global form. The Bank Calgary, Alberta or by such other Registrar as the Issuer, with the approval of New York Mellonthe Trustee, London Branchmay appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the initial Depositary name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes. The fourth to last paragraph , the provisions of Section 3.3 3.1 shall govern with respect to registrations and transfers of such Notes.
(b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Base Indenture shall not apply Holder thereof and, accordingly, subject to the Notes. The Section 3.6, no Definitive Notes shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in a resolution of the Trustee, a Board Resolution or an Officers’ Certificate:
(i) Definitive Notes may be issued to Beneficial Holders at any time after:
(A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction;
(B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or
(C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes; provided that Beneficial Holders representing, in the aggregate, not less than 50% of the aggregate outstanding principal amount of the Notes advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes is no longer in their best interests; or
(ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) by a Depository to a nominee of such Depository, or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee.
(c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 3.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 3.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes. Upon surrender by the Depository of the Global Notes and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 3.1 and the remaining provisions of Section 3.5 this Article 3.
(d) It is expressly acknowledged that transfer of beneficial ownership in any Note issuable in the Base Indenture. With respect to the Notes, the first sentence form of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form or represented by a Global Note will be exchangeable for certificated Securities of the same series in definitive form effected only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities interests of such series and participants in the Registrar has received a request from Euroclear Depository (“Participants”), through records maintained by the Depository or Clearstream. In such event, its nominee for the Company shall executeGlobal Note, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including (ii) with respect to the registration and deliveryinterests of Persons other than Participants, and the respective principal amountsthrough records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of the certificated or other interest in Notes to be issuedrepresented by a Global Note may do so only through a Participant.
Appears in 2 contracts
Sources: Trust Indenture (Sunoco LP), Trust Indenture (Sunoco LP)
Global Notes. The (i) If the Company shall establish pursuant to Section 2.01(1) above that the Notes shall initially of a series or a portion thereof are to be issued in global form. The Bank the form of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the one or more Global Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, then the Company shall execute, execute and the TrusteeTrustee shall, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and termsan Authentication Order, shall authenticate and deliver, without charge, to each Person make available for delivery one or more Global Notes that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor (a) shall represent and terms in certificated form, in authorized denominations and shall be denominated in an aggregate principal amount equal to the aggregate principal amount of all of the Security or Securities Notes of such series issued in such form and not yet cancelled, (b) shall be registered, in the name of like tenor and terms in global form in exchange the Depositary designated for such Security Global Note pursuant to Section 2.01 or Securities Section 2.04, or in global formthe name of a nominee of such Depositary, (c) shall be deposited with the Trustee, as Custodian for the Depositary, and (d) shall bear a legend substantially as follows (“Global Note Legend”): THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.” Neither , HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
(ii) Each Depositary designated pursuant to Section 2.01 or 2.04 for a Global Note must, at the Company nor time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Trustee will Exchange Act and any other applicable statute or regulation, provided that the Depositary is required to be liable for any delay so registered in order to act as depositary.
(iii) Any Global Note may be represented by an ICSD more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or any participant or indirect participant in an ICSD in identifying decreased by adjustments made on the beneficial owners records of the related Notes and each of those Persons may conclusively rely onRegistrar, and will be protected as provided in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedthis Indenture.
Appears in 2 contracts
Sources: Indenture (Keysight Technologies, Inc.), Indenture (Keysight Technologies, Inc.)
Global Notes. The Notes issued and sold pursuant to an effective registration statement under the Securities Act, issued pursuant to an effective exchange offer registration statement under the Securities Act for the Company's outstanding Series B Senior Notes or issued in accordance with Section 2.07(b)(iii) and 2.07(e), shall initially be issued in global formthe form of Unrestricted Global Notes and deposited with Citibank N.A., London, as custodian (in such capacity, the "Custodian") on behalf of DTC or with Citibank N.A., London, as common depositary (in such capacity, the "Common Depositary") on behalf of Euroclear and Clearstream, as the case may be. The Bank of New York Mellon, London Branch, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be issued initially in the initial Depositary for the Notes. The fourth to last paragraph form of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes a 144A Global Note, which shall be transferred only duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Custodian on behalf of DTC. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Global Note, which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Common Depositary on behalf of Euroclear and Clearstream. Each Global Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and shall provide that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, transfers of interests therein, redemptions and repurchases in accordance with the provisions terms of this Supplemental Indenture and the Indenture; provided that, the maximum principal amount of all Notes shall never exceed (pound)300.0 million issued and outstanding at any one time except as provided in Section 3.5 2.08. Any endorsement of the Base Indenture. With respect Schedule to a Global Note to reflect the Notes, the first sentence amount of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security any increase or decrease in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of outstanding Notes represented thereby shall be made by the Security or Securities of such series of like tenor Registrar in accordance with Sections 2.07, 3.07, 3.08, 4.14 and terms 4.16 hereof. Except as set forth in global form Section 2.07(a) hereof, the Global Notes may be transferred, in exchange for such Security or Securities whole and not in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners part, only to a successor of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedrelevant Depositary on whose behalf such note is held.
Appears in 2 contracts
Sources: Supplemental Indenture (Mt Veeder Corp), Supplemental Indenture (Candanaigua B V)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Rule 144A Notes shall be transferred only issued initially in accordance with the provisions form of Section 3.5 one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of the Base Indenture. With respect to the one or more global Notes, numbered S-1 upward (collectively, the first sentence of “Regulation S Global Note”), in each case without interest coupons and bearing the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended Global Notes Legend and restated to read as follows: “A Security in global form will Restricted Notes Legend, which shall be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system deposited on behalf of which the global Security may be held) has been closed for business for purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures nominee of the Depositary, determines that such Securities duly executed by the Company and authenticated by the Trustee as provided in global the Indenture. Notes offered and sold to IAIs shall be issued initially in the form of one or more IAI Global Notes, substantially in the form set forth in Exhibit A, deposited with the Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Global Notes Legend and Restricted Notes Legend. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for certificated Securities interests in the Rule 144A Global Note, the IAI Global Note or any Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and executes any Unrestricted Global Note are each referred to herein as a “Global Note” and delivers are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee a Company Order to or the effect that such global Securities shall be so exchangeableCustodian, or (iii) there shall have occurred and be continuing an Event at the direction of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for in accordance with instructions given by the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified Holder thereof as required by or on behalf Section 2.06 of the ICSDs as the beneficial holder thereof, Securities Indenture and Section 2.3(c) of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.this Appendix A.
Appears in 2 contracts
Sources: Indenture (New Gold Inc. /FI), Indenture (New Gold Inc. /FI)
Global Notes. The Any Notes shall initially that are no longer part of New PEPS Units will be issued initially in global form. The Bank the form of New York Mellon, London Branch, shall be one or more Global Notes (the initial Depositary for “Global Notes”) registered in the Notes. The fourth to last paragraph of Section 3.3 name of the Base Indenture shall Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, such Global Notes may be transferred, in whole but not apply in part, only to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 Clearing Agency or a nominee of the Base IndentureClearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if If at any time (i) the Company Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Notes and no successor Depositary has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 appointed within 90 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do soafter this notice, (ii) the Company, in its sole discretion and subject Depositary at any time ceases to be a Clearing Agency registered under the procedures of Exchange Act when the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers Depositary is required to the Trustee a Company Order to the effect that such global Securities shall be so exchangeableregistered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (iii) there shall the Corporation, in its sole discretion, determines that it will no longer have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventNotes represented by Global Notes, the Company shall Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and termstherefor, shall will authenticate and deliver, deliver the Notes in definitive registered form without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated formcoupons, in authorized denominations denominations, and in an aggregate principal amount equal to the principal amount of the Security Global Note or Securities of such series of like tenor and terms in global form Notes in exchange for such Security Global Senior or Notes. Upon exchange of the Global Note or Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note or Notes shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in global form.” Neither whose names such Securities are so registered. None of the Company nor Corporation, the Guarantor, the Trustee or any agent of the Corporation, the Guarantor or the Trustee will be liable have any responsibility or liability for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners aspect of the related Notes and each records relating to or payments made on account of those Persons may conclusively rely onbeneficial ownership interests of a Global Note or maintaining, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect supervising or reviewing any records relating to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedsuch beneficial ownership interest.
Appears in 2 contracts
Sources: Supplemental Indenture (Pp&l Capital Funding Inc), Supplemental Indenture (Pp&l Capital Funding Inc)
Global Notes. The Notes shall initially corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form. The Bank of New York Mellonform (a “Global Note”), London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the and if issued as one or more Global Notes, the first sentence Depositary shall be The Depository Trust Company or such other depositary as any officer of the seventh paragraph of Section 3.5 Company may from time to time designate. On the date on which the Notes registered in the name of the Base Indenture is hereby amended Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases or Decreases in Note on the Global Notes held by the Depositary and restated to read as follows: “A Security in global form on the Pledged Note held by the Collateral Agent. Notes represented by the Global Notes will be exchangeable for Notes in certificated Securities of the same series in definitive form only (x) if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has been notified not appointed a successor Depositary within 90 days of that Euroclear notice or Clearstream of its becoming aware of such cessation; or at the request of any Holder of Notes if an Event of Default has occurred and is continuing with respect to the Notes or (y) upon recreation of Corporate Units; provided, subject to Section 2.03, that the Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any additional or alternative clearing system on behalf whole multiple of which $1,000 above that amount and be of like aggregate principal amount and tenor as the global Security portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Companytransferred, in its sole discretion whole but not in part, and subject any payments on the Notes shall be made, only to the procedures Depositary or a nominee of the Depositary, determines or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. Any Global Note that such Securities in global form is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated Securities and executes and delivers to the Trustee a Company Order to the effect that form registered in such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs names as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global formDepositary shall direct.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 2 contracts
Sources: Supplemental Indenture (Great Plains Energy Inc), Supplemental Indenture (Great Plains Energy Inc)
Global Notes. The Initial Notes and Additional Notes initially resold pursuant to Rule 144A shall initially be issued initially in the form of one or more permanent global form. The Bank of New York Mellonnotes in definitive, London Branchfully registered form (collectively, the “Rule 144A Global Note”) and Initial Notes and Additional Notes initially resold pursuant to Regulation S shall be issued initially in the initial Depositary for form of one or more temporary global notes (collectively, the Notes. The fourth “Temporary Regulation S Global Note”); and Initial Notes and Additional Notes initially resold to last paragraph IAIs shall be issued initially in the form of Section 3.3 one or more permanent Global Notes in definitive, fully registered form (collectively, the “IAI Global Note”), in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A hereto, which shall be deposited on behalf of the Base Indenture shall not apply to purchasers of the Notes. The Initial Notes shall be transferred only in accordance represented thereby with the provisions of Section 3.5 Notes Custodian, and registered in the name of the Base Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. With respect to Beneficial ownership interests in the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form Temporary Regulation S Global Note will not be exchangeable for certificated Securities interests in the Rule 144A Global Note, the IAI Global Note, a permanent global security (the “Permanent Regulation S Global Note”), or any other Note without a legend containing restrictions on transfer of such Note prior to the expiration of the same series Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in definitive a Rule 144A Global Note, an IAI Global Note or the Permanent Regulation S Global Note only upon certification in form only if reasonably satisfactory to the Trustee that (i) 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 Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, Securities Act and (ii) in the Companycase of an exchange for an IAI Global Note, certification that the interest in the Temporary Regulation S Global Note is being transferred to an institutional “accredited investor” (as defined under the Securities Act) that is acquiring the securities for its sole discretion own account or for the account of an institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and subject to (2) the procedures transferor of the Depositarybeneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and as applicable, first delivers to the Trustee a Company Order written certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Temporary Regulation S Global Notes and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) and (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such global Securities shall be so exchangeabletransfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable). The Rule 144A Global Note, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series IAI Global Note, the Temporary Regulation S Global Note and the Registrar has received a request from Euroclear or ClearstreamPermanent Regulation S Global Note are collectively referred to herein as “Global Notes”. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an The aggregate principal amount equal to the principal amount of the Security Global Notes may from time to time be increased or Securities decreased by adjustments made on the records of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedDepository or its nominee as hereinafter provided.
Appears in 2 contracts
Sources: Fifteenth Supplemental Indenture (Standard Pacific Corp /De/), Supplemental Indenture (Standard Pacific Corp /De/)
Global Notes. The (i) Public Notes initially shall initially be issued represented by one or more Global Notes in definitive, fully registered, global formform without interest coupons (collectively, the “Public Global Notes”). The Bank Public Global Notes initially shall (i) be registered in the name of New York Mellonthe Depositary or a nominee of such Depositary, London Branchin each case for credit to an account of a member of, or participant in, such Depositary (an “Agent Member”), and (ii) be delivered to the Trustee as Securities Custodian for such Depositary. Members of, or direct or indirect participants in, the Depositary shall be have no rights under the initial Depositary for Indenture with respect to any Public Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Public Global Notes. The fourth to last paragraph of Section 3.3 Depositary may be treated by the Company, the Trustee and any agent of the Base Indenture Company or the Trustee as the absolute owner of the Public Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall not apply prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Notes. The Depositary, or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(ii) Transfers of Public Global Notes shall be limited to transfer in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Public Global Notes may be transferred or exchanged for Unrestricted Definitive Notes only in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 3.5 2.2 of the Base Indenturethis Appendix. With respect to the NotesIn addition, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will a Public Global Note shall be exchangeable for certificated Securities of the same series in definitive form only Unrestricted Definitive Notes if (ix) the Depositary (1) notifies the Company has been notified that Euroclear it is unwilling or Clearstream unable to continue as depository for such Public Global Note and the Company thereupon fails to appoint a successor depository within 90 days or (or any additional or alternative clearing system on behalf of which the global Security may be held2) has been closed for business for ceased to be a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do soclearing agency registered under the Exchange Act, (iiy) the Company, in at its sole discretion and subject to the procedures of the Depositaryoption, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to notifies the Trustee a Company Order that it elects to cause the effect that such global Securities shall be so exchangeable, issuance of Unrestricted Definitive Notes or (iiiz) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series Public Global Note and the Registrar has received a request from Euroclear or ClearstreamDepositary shall have requested such exchange. In all cases, Unrestricted Definitive Notes delivered in exchange for any Public Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary in accordance with its customary procedures.
(iii) In connection with the transfer of a Public Global Note as an entirety to beneficial owners pursuant to subsection (ii) of this Section 2.1(b), such eventPublic Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, Trustee shall authenticate and deliver, without chargemake available for delivery, to each Person that is beneficial owner identified by or on behalf of the ICSDs as the Depositary in writing in exchange for its beneficial holder thereofinterest in such Public Global Note, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an equal aggregate principal amount equal to the principal amount of the Security or Securities Unrestricted Definitive Notes of such series authorized denominations.
(iv) The Holder of like tenor any Public Global Note may grant proxies and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for otherwise authorize any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposesPerson, including with respect Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the registration and delivery, and Indenture or the respective principal amounts, of the certificated Notes to be issuedNotes.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Babcock & Wilcox Enterprises, Inc.), Supplemental Indenture (Babcock & Wilcox Enterprises, Inc.)
Global Notes. The (a) With respect to Notes represented by Global Notes, the Issuer shall initially cause to be issued kept by the Trustee at the principal office of the Trustee in global form. The Bank Toronto, Ontario or by such other Registrar as the Issuer, with the approval of New York Mellonthe Trustee, London Branchmay appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 name and address of the Base Indenture shall Holder of each Global Note (being the Depository, or its nominee, for each Global Note) and particulars of the Global Note held by it, and of all transfers and exchanges thereof.
(b) Notwithstanding any other provision of this Indenture, a Global Note may not apply to be transferred by the Notes. The Holder thereof and no Definitive Notes shall be transferred only in accordance with the provisions issued to Beneficial Holders of Section 3.5 of the Base Indenture. With respect to the Global Notes, except in the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if following circumstances:
(i) Definitive Notes may be issued to Beneficial Holders of Global Notes at any time after:
(A) the Company Issuer has determined, or has been notified by the Depository, that Euroclear the Depository (1) is unwilling or Clearstream unable to continue as Depository for Global Notes or (or any additional or alternative clearing system on behalf of which 2) ceases to be eligible to be a Depository, and in each such case the global Security may be held) has been closed for business for Issuer is unable to locate a continuous period of 14 days qualified successor to its reasonable satisfaction;
(other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (iiB) the CompanyIssuer has determined, in its sole discretion discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and subject to the procedures of the Depositary, determines that has communicated such Securities in global form shall be exchangeable for certificated Securities and executes and delivers determination or requirement to the Trustee a Company Order to the effect that such global Securities shall be so exchangeablein writing, or the book-entry system ceases to exist; or
(iiiC) there shall have occurred and be continuing the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes; provided that beneficial holders of Global Notes representing, in the Securities aggregate, not less than 50% of the aggregate outstanding principal amount of the Notes represented by Global Notes advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes is no longer in their best interests; and
(ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel or (B) by a Depository to a nominee of such series and Depository, or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee.
(c) Upon the Registrar has received occurrence of one of the conditions specified in Section 3.2(b)(i) or upon a request from Euroclear requirement arising to transfer a Global Note to a Person other than a Depository or Clearstream. In such eventa nominee thereof in accordance with Section 3.2(b)(ii), the Company Trustee shall notify all applicable Participants, through the Depository, of the availability of Definitive Notes. Upon surrender by the Depository of the Global Notes and receipt of new registration instructions from the Depository, the Issuer shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, Trustee shall authenticate and deliver, without chargeDefinitive Notes (in a form to be agreed to by the Issuer and the Trustee) to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities registration and transfer of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee Notes will be liable for governed by Section 3.1 and the remaining provisions of this Article 3 applicable to Definitive Notes.
(d) It is expressly acknowledged that transfers of beneficial ownership in any delay Note represented by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and a Global Note will be protected in relying on, instructions from the ICSD for all purposes, including effected only (i) with respect to the registration interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note and delivery(ii) with respect to interests of Persons other than Participants, and the respective principal amountsthrough records maintained by Participants. Beneficial holders of a Global Note who are not Participants but who desire to purchase, of the certificated sell or otherwise transfer ownership interests in Notes to be issuedrepresented by a Global Note may do so only through a Participant.
Appears in 2 contracts
Sources: Trust Indenture, Trust Indenture
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary Unless and until it is exchanged for the Notes in registered form, one or more global Notes in principal amount equal to the aggregate principal amount of all outstanding Notes ("Global Notes. The fourth ") may be transferred, in whole but not in part, only to last paragraph of Section 3.3 the Depositary or a nominee of the Base Indenture shall not apply Depositary, or to a successor Depositary selected or approved by the NotesIssuer or to a nominee of such successor Depositary. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if If at any time (i) the Company has Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for the Global Notes and no successor Depositary shall have been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 appointed within 90 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do soafter such notification, (ii) the CompanyDepositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at any time the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed within 90 days after the Issuer's becoming aware of the Depositary's ceasing to be so registered, (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositarydiscretion, determines that such Securities in global form the Global Notes shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, Notes in definitive registered form or (iiiiv) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventDefault, the Company shall Issuer will execute, and subject to Article Five of the Original Indenture, the Trustee, upon receipt of a Company Order for written notice from the authentication and delivery of certificated Securities of such series of like tenor and termsIssuer, shall will authenticate and deliver, deliver the Notes in definitive registered form without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated formcoupons, in authorized denominations denominations, and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form Global Note in exchange for such Security or Securities Global Note. Upon exchange of the Global Note for such Notes in global form.” Neither definitive registered form without coupons, in authorized denominations, the Company nor Global Note shall be cancelled by the Trustee will Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be liable for any delay by an ICSD or any participant registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participant in an ICSD in identifying participants or otherwise, shall instruct the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect Trustee. The Trustee shall deliver such Securities to the registration and delivery, and Depositary for delivery to the respective principal amounts, of the certificated Notes to be issuedPersons in whose names such Securities are so registered.
Appears in 2 contracts
Sources: Eighth Supplemental Indenture (Williams Companies Inc), Eighth Supplemental Indenture (Williams Companies Inc)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, (i) Each Global Note authenticated under this Indenture shall be registered in the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 name of the Base Indenture Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall not apply to the Notes. The Notes shall be transferred only in accordance with the constitute a single Note for all purposes of this Indenture.
(ii) Notwithstanding any other provisions of Section 3.5 of the Base Indenture. With respect to this Indenture or the Notes, a Global Note shall not be exchanged in whole or in part for a Note registered in the first sentence name of any Person other than the seventh paragraph Depositary or one or more nominees thereof, provided that a Global Note may be exchanged for Notes registered in the names of Section 3.5 of any Person designated by the Base Indenture is hereby amended and restated to read as follows: “A Security Depositary in global form will be exchangeable for certificated Securities of the same series in definitive form only if event that (iA) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or such Depositary has been notified that Euroclear or Clearstream (or any additional or alternative ceased to be a “clearing system on behalf of which agency” registered under the global Security may be held) has been closed for business for Exchange Act, and a continuous period of 14 days (other than successor Depositary is not appointed by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do sothe Company within 90 days, (iiB) to the extent permitted by the Depositary, the Company, in its sole discretion and subject to the procedures of the Depositarydiscretion, determines at any time that the Notes shall no longer be represented by Global Notes and shall inform such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that Depositary of such global Securities shall be so exchangeable, determination; or (iiiC) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received is a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs Depository in accordance with its customary procedures to exchange an interest in the Global Notes for Non-global Notes. Any Global Note exchanged pursuant to clause (A) above shall be so exchanged in whole and not in part, and any Global Note exchanged pursuant to clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a person other than the Depositary or a nominee thereof shall not be a Global Note.
(iii) If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Note Registrar, for exchange or cancellation, as provided in this Article 2. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial holder thereof, Securities of such series of like tenor and terms interest in certificated formany Global Note, in authorized denominations and each case, as provided in Section 2.07, then either (A) such Global Note shall be so surrendered for exchange or cancellation, as provided in this Article 2, or (B) the Principal Amount thereof shall be reduced or increased by an aggregate principal amount equal to the principal amount portion thereof to be so exchanged or canceled, or equal to the Principal Amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Trustee, as Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or Securities its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of such series of like tenor a Global Note, the Trustee shall, subject to Section 2.07(c) and terms as otherwise provided in global form this Article 2, authenticate and deliver any Notes issuable in exchange for such Security Global Note (or Securities any portion thereof) to or upon the order of, and registered in global form.” Neither such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company nor shall promptly make available to the Trustee will a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be liable entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 2 if such order, direction or request is given or made in accordance with the Applicable Procedures.
(iv) Every Note authenticated and delivered upon registration of transfer of, or in exchange for any delay by an ICSD or in lieu of, a Global Note or any participant portion thereof, whether pursuant to this Article 2 or indirect participant otherwise, shall be authenticated and delivered in an ICSD the form of, and shall be, a registered Global Note, unless such Note is registered in identifying the beneficial name of a Person other than the Depositary for such Global Note or a nominee thereof, in which case such Note shall be authenticated and delivered in definitive, fully registered form, without interest coupons.
(v) The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under the Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the related Notes and each of those Persons may conclusively rely Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and will the transfer of such interest shall be protected effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in relying on, instructions from a Global Note shall not be considered the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedowners or holders thereof.
Appears in 2 contracts
Sources: Indenture (Charter Communications Inc /Mo/), Indenture (Charter Communications Inc /Mo/)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities Notes issued in global form shall be exchangeable for certificated Securities substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and executes the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and delivers without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time as reflected in the records of the Trustee a Company Order and that the aggregate principal amount of outstanding Notes represented thereby may from time to the effect that such global Securities time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The Trustee’s records shall be so exchangeablenoted to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.
(ii) Notes sold within the United States of America to QIBs pursuant to Rule 144A under the Securities Act shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian for DTC and registered in the name of Cede & Co., the nominee of DTC, duly executed by the Issuer and authenticated by the Trustee or the authenticating agent as provided herein. The aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided.
(iii) there Notes offered and sold in reliance on Regulation S shall have occurred be issued initially in the form of one or more Regulation S Temporary Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian for DTC and be continuing registered in the name of Cede & Co., the nominee of DTC, duly executed by the Issuer and authenticated by the Trustee or the authenticating agent as provided herein. In no event shall any Issuer hold an Event of Default with respect interest in a Regulation S Temporary Global Note other than directly or indirectly in or through accounts maintained at Euroclear or Clearstream as indirect participants in DTC. Prior to the Securities termination of the Distribution Compliance Period, an interest in a Regulation S Temporary Global Note may not be transferred to or for the account or benefit of a “U.S. Person” (as defined in Rule 902(k) of Regulation S) (other than a “distributor” (as defined in Rule 902(d) of Regulation S)).
(iv) Following the termination of the Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventRegulation S Permanent Global Note, the Company shall execute, and the TrusteeTrustee shall, upon receipt of a Company Order for Order, cancel the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an Regulation S Temporary Global Note. The aggregate principal amount equal to the principal amount of the Security Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes may from time to time be increased or Securities decreased by adjustments made on the records of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amountsDepository or its nominee, as the case may be, in connection with transfers of the certificated Notes to be issuedinterests as hereinafter provided.
Appears in 2 contracts
Sources: Indenture (Cleanspark, Inc.), Indenture (Cipher Digital Inc.)
Global Notes. The (a) If any Global Note is to be exchanged for other Notes shall initially be issued or cancelled in global form. The Bank of New York Mellonwhole, London Branch, it shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified surrendered by or on behalf of the ICSDs Depository or its nominee to the Security Registrar for exchange or cancellation as provided in Section 305 of the Indenture. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or in part for a beneficial holder thereofinterest in any Global Note, Securities then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in Section 305 of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate the Indenture or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Security Registrar, in accordance with the Applicable Procedures, shall instruct the Depository or Securities its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of such series of like tenor a Global Note, the Trustee shall, subject to Section 3.02(b) and terms as otherwise provided in global form the Indenture (as amended and supplemented by this Fourth Supplemental Indenture), authenticate and deliver any Notes issuable in exchange for such Security Global Note (or Securities any portion thereof) to or upon the written order of, and registered in global form.” Neither such names as may be directed by, the Depository or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the eighth paragraph of Section 305 of the Indenture, the Company nor shall promptly make available to the Trustee will a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be liable entitled to rely upon any order, direction or request of the Depository or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures.
(b) Every Note authenticated and delivered upon registration of transfer of, or in exchange for any delay by an ICSD or in lieu of, a Global Note or any participant portion thereof, whether pursuant to this Article Three or indirect participant otherwise, shall be authenticated and delivered in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely onform of, and will be protected shall be, a Global Note, unless such Note is registered in relying on, instructions from the ICSD name of a Person other than the Depository for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedsuch Global Note or a nominee thereof.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Lincoln National Corp), Supplemental Indenture (Jefferson Pilot Corp)
Global Notes. The (i) Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities substantially in the form of Exhibit A hereto (including the same series Global Note Legend thereon and the “Schedule of Increases and Decreases in the Global Note” attached thereto). Notes issued in definitive form only if will be substantially in the form of Exhibit A hereto (ibut without the Global Note Legend thereon and without the “Schedule of Increases and Decreases in the Global Note” attached thereto). Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in definitive fully registered, global form without interest coupons (collectively, the “Regulation S Global Notes”). The term “Global Notes” means, collectively, the Rule 144A Global Notes and the Regulation S Global Notes. Each Global Note will represent such of the outstanding Notes as will be specified therein and each represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon. The aggregate principal amount of outstanding Notes represented by such Global Note may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and the issuance of Additional Notes. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 or by a Company Order in connection with the issuance of Additional Notes as required by Section 2.02(d). The Global Notes initially shall (1) be registered in the Company has been notified that name of the Depositary or the nominee of the Depositary, in each case for credit to an account of an Agent Member, (2) be delivered to the Trustee as custodian for such Depositary and (3) bear the Restricted Notes Legend. Members of, or direct or Indirect Participants in, the Depositary, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or any additional the Trustee as its custodian, or alternative clearing system on behalf of which under the global Security Global Notes. The Depositary may be held) has been closed for business for a continuous period of 14 days (other than treated by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion the Trustee and subject any agent of the Company or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the procedures of Depositary or impair, as between the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, as the case may be, and their respective Agent Members, the Company shall execute, and operation of customary practices governing the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf exercise of the ICSDs as the beneficial holder thereof, Securities rights of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global formany Holder.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 2 contracts
Sources: Securities Purchase Agreement, Indenture
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Rule 144A Notes shall be transferred only issued initially in accordance with the provisions form of Section 3.5 one or more permanent global Notes in definitive, fully registered form, numbered 144A-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of the Base Indenture. With respect to the one or more global Notes, numbered Reg S-1 upward (collectively, the first sentence of “Regulation S Global Note”), in each case without interest coupons and bearing the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended Global Notes Legend and restated to read as follows: “A Security in global form will Restricted Notes Legend, which shall be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system deposited on behalf of which the global Security may be held) has been closed for business for purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures nominee of the Depositary, determines that such Securities duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered IAI-1 upward (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the 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 provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for certificated Securities interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and executes any Unrestricted Global Note are each referred to herein as a “Global Note” and delivers are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and each shall provide that it shall represent up to the Trustee aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Company Order Global Note to reflect the effect that such global Securities amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be so exchangeablemade by the Trustee or the Custodian, or (iii) there shall have occurred and be continuing an Event at the direction of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt in accordance with instructions given by the Holder thereof as required by Section 2.06 of a Company Order for the authentication this Indenture and delivery Section 2.3(c) of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.this Appendix A.
Appears in 2 contracts
Sources: Indenture (Universal Health Services Inc), Indenture (Universal Health Services Inc)
Global Notes. The Notes shall initially be issued in global form. The Bank (i) Promptly following the date that is one year after the Issue Date of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the any Option Notes, the first sentence Company shall use reasonable efforts to effect an exchange of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security every beneficial interest in global form will be exchangeable each Restricted Global Note for certificated Securities of the same series beneficial interests in definitive form only if (i) Global Notes that do not bear any Restricted Notes Legend. To effect such mandatory exchange, the Company has been notified that Euroclear or Clearstream will (A) deliver to the Depositary an instruction letter for the Depositary’s mandatory exchange process at least 15 days prior to the date set for such mandatory exchange (or any additional or alternative clearing system on behalf of which the global Security such shorter time as may be heldpermitted by the Applicable Procedures) has been closed for business for a continuous period of 14 days and (other than by reason of holidays, statutory or otherwiseB) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers deliver written notice to the Trustee and the Registrar (including, without limitation, by the Company’s delivery of an Officer’s Certificate to the Trustee for removal of the Restricted Notes Legend and authentication of one or more Unrestricted Global Notes (each, a Company Order “Free Transferability Certificate”) and an Opinion of Counsel to the effect that the Restricted Notes Legend may be removed from such global Securities shall Notes to be so exchangeable, or (iii) there exchanged. The first date on which the Trustee shall have occurred and received such Free Transferability Certificate will be continuing an Event known as the “Resale Restriction Termination Date.” Immediately upon receipt of Default with respect to the Securities documents set forth in clause (B) above by each of such series the Trustee and the Registrar has received a request from Euroclear or Clearstream. In such eventRegistrar, the Company shall executeissue, and the Trustee, upon receipt of a Company Order for the authentication Trustee and delivery of certificated Securities of such series of like tenor and terms, Registrar shall authenticate and deliver, deliver a Note (or Notes) without charge, any Restricted Notes Legend.
(ii) Prior to each Person that is identified by or on behalf the Company’s delivery of the ICSDs as the beneficial holder thereofFree Transferability Certificate and afterwards, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor and the Trustee will comply with the Applicable Procedures and otherwise use reasonable efforts to cause each Global Note to be liable for any delay identified by an ICSD or any participant or indirect participant the unrestricted CUSIP number as the outstanding unrestricted Notes in an ICSD in identifying the beneficial owners facilities of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from Depositary by the ICSD for all purposes, including with respect date the Free Transferability Certificate is delivered to the registration and delivery, Trustee and the respective principal amounts, of the certificated Notes to be issuedRegistrar or as promptly as possible thereafter.
Appears in 2 contracts
Sources: Indenture (Gevo, Inc.), Exchange and Purchase Agreement (Gevo, Inc.)
Global Notes. The Notes offered and sold in reliance on Rule 144A shall initially be issued initially in global formthe form of one or more Global Notes, substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). The Bank Each Global Note shall represent such of New York Mellon, London Branch, the aggregate principal amount of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the initial Depositary for aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the Notesaggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The fourth Any endorsement of a Global Note to last paragraph reflect the amount of Section 3.3 any increase or decrease in the aggregate principal amount of the Base Indenture shall not apply to the Notes. The Outstanding Notes represented thereby shall be transferred only made by the Trustee in accordance with instructions given by the provisions of Holder thereof as required by Section 3.5 of the Base Indenture204 hereof. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if Each Global Note (i) shall be registered, in the Company has been notified that Euroclear name of the Depositary designated for such Global Note pursuant to Section 204, or Clearstream (or any additional or alternative clearing system on behalf in the name of which the global Security may be held) has been closed for business for a continuous period nominee of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do sosuch Depositary, (ii) shall be deposited with the CompanyTrustee, in its sole discretion and subject to the procedures of as Custodian for the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred bear a legend substantially as follows: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR IS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Each Depositary designated pursuant to Section 204 for a Global Note must, at the time of its designation and at all times while it serves as Depositary, be continuing an Event of Default with respect to a clearing agency registered under the Securities of such series Exchange Act and the Registrar has received a request from Euroclear any other applicable statute or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global formregulation.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 2 contracts
Sources: Indenture (Pepsi Bottling Group Inc), Indenture (Pepsi Bottling Group Inc)
Global Notes. The Rule 144A Notes shall initially be issued initially in the form of one or more permanent global form. The Bank of New York MellonNotes in definitive, London Branchfully registered form (collectively, the “Rule 144A Global Note”), without interest coupons and bearing the Global Notes Legend, the Restricted Notes Legend and the OID Legend (as defined below), if applicable, which shall be registered in the initial name of the Depositary or a nominee of the Depositary for the Notesaccounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Regulation S Notes shall be transferred only issued initially in accordance with the provisions form of Section 3.5 of one or more global Notes (the Base Indenture. With respect to “Regulation S Global Note”), without interest coupons and bearing the NotesGlobal Notes Legend, the first sentence of Restricted Notes Legend and the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will OID Legend, if applicable, which shall be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system deposited on behalf of which the global Security may be held) has been closed for business for purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures nominee of the Depositary, determines that such Securities duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend, the Restricted Notes Legend and the OID Legend, if applicable, (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for certificated Securities and executes and delivers to interests in the Trustee Rule 144A Global Note, the IAI Global Note or any other Note without a Company Order to Restricted Notes Legend until the effect that such global Securities shall be so exchangeableexpiration of the Restricted Period. The Rule 144A Global Note, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series IAI Global Note and the Registrar has received Regulation S Global Note are each referred to herein as a request from Euroclear or Clearstream. In such event, the Company shall execute, “Global Note” and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, are collectively referred to each Person that is identified by or on behalf of the ICSDs herein as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an “Global Notes.” The aggregate principal amount equal to the principal amount of the Security Global Notes may from time to time be increased or Securities decreased by adjustments made on the records of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of Depositary or its nominee and on the certificated Notes to be issuedschedules thereto as hereinafter provided.
Appears in 2 contracts
Sources: Indenture (Compass, Inc.), Indenture (Anywhere Real Estate Group LLC)
Global Notes. The Notes shall initially corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form. The Bank of New York Mellonform (a “Global Note”), London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the and if issued as one or more Global Notes, the first sentence Depositary shall be The Depository Trust Company or such other depositary as any officer of the seventh paragraph of Section 3.5 Company may from time to time designate. On the date on which the Notes registered in the name of the Base Indenture is hereby amended Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the re-creation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases or Decreases in Note on the Global Notes held by the Depositary and restated to read as follows: “A Security in global form on the Pledged Note held by the Collateral Agent. Notes represented by the Global Notes will be exchangeable for Notes in certificated Securities form only (x) if the Depositary (A) has notified the Company that it is unwilling or unable to continue as depository for the Global Notes or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is not appointed by the Company within 90 days after such notice or cessation or (y) following the request of any Holder or Beneficial Owner of Corporate Units or Treasury Units seeking to exercise or enforce its rights under such Corporate Units or Treasury Units or (z) upon re-creation of Corporate Units; provided, subject to Section 2.03, that the Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and shall be of like aggregate principal amount and tenor as the portion of the same series Global Note to be exchanged. Except as provided above, owners of beneficial interest in definitive a Global Note will not be entitled to receive physical delivery of Notes in certificated form only if (i) and will not be considered the Company has been notified that Euroclear or Clearstream (or Holders thereof for any additional or alternative clearing system on behalf of which purpose under the global Security Indenture. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Companytransferred, in its sole discretion whole but not in part, and subject any payments on the Notes shall be made, only to the procedures Depositary or a nominee of the Depositary, determines or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. Any Global Note that such Securities in global form is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated Securities and executes and delivers to the Trustee a Company Order to the effect that form registered in such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs names as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global formDepositary shall direct.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 2 contracts
Sources: Supplemental Indenture (PPL Corp), Supplemental Indenture (PPL Corp)
Global Notes. The Notes offered and sold in reliance on Regulation S shall initially be issued initially in global form. The Bank the form of New York Mellonone or more Global Notes substantially in the form of Exhibit A hereto, London Branchwith such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or deposited on behalf of the ICSDs purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the beneficial holder thereofcase may be, Securities for credit to an account of such series of like tenor DTC or members of, or participants and terms account holders in certificated formDTC (“Participants”) (or, in authorized denominations the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in an accordance with Section 2.02) as hereinafter provided. The aggregate principal amount equal to the principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or Securities more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to the Issuers or any Subsidiary of the Issuers shall be issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be transferred to interests in a Global Note upon transfer of such series of like tenor and terms in global form in exchange for such Security Note to someone other than the Issuers or Securities in global forma Subsidiary permitted hereby.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 2 contracts
Sources: Indenture (Difl Us Ii LLC), Indenture (Transact LTD)
Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, the Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Global Notes”). The Global Notes shall initially be issued in global formbear the Global Note Legend. The Bank Global Notes initially shall (i) be registered in the name of New York Mellonthe Depository or the nominee of such Depository, London Branchin each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Restricted Notes Legend. Members of, or direct or indirect participants in, the Depository (collectively, the “Agent Members”) shall be have no rights under this Indenture with respect to any Global Note held on their behalf by the initial Depositary for Depository, or the Trustee as its custodian, or under the Global Notes. The fourth to last paragraph of Section 3.3 Depository may be treated by the Issuers, the Trustee and any agent of the Base Indenture Issuers or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall not apply prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Notes. The Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(ii) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 3.5 of the Base Indenture2.2. With respect to the NotesIn addition, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form Global Note shall be exchangeable for certificated Securities Definitive Notes if (x) the Depository (1) notifies the Issuers that it is unwilling or unable to continue as depository for such Global Note and executes and delivers the Issuers thereupon fail to the Trustee appoint a Company Order to the effect that such global Securities shall be so exchangeable, successor depository or (iii2) has ceased to be a clearing agency registered under the Exchange Act or (y) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series Global Note and the Registrar has received a request from Euroclear or Clearstreamhas been made for such exchange. In such eventall cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the Company shall executenames, and the Trusteeissued in any approved denominations, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified requested by or on behalf of the ICSDs Depository in accordance with its customary procedures.
(iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and, upon written order of the Issuers signed by an Officer, the Trustee shall authenticate and make available for delivery, to each beneficial holder thereofowner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an equal aggregate principal amount equal to the principal amount of the Security or Securities Definitive Notes of such series of like tenor and terms in global form authorized denominations.
(iv) Any Transfer Restricted Note delivered in exchange for such Security or Securities an interest in global forma Global Note pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Notes Legend.” Neither the Company nor the Trustee will be liable for
(v) [Reserved].
(vi) The holder of any delay by an ICSD or Global Note may grant proxies and otherwise authorize any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposesPerson, including with respect Agent Members and Persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedNotes.
Appears in 2 contracts
Sources: Indenture (Muzak Capital, LLC), Indenture (Muzak Capital, LLC)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, (a) Each Global Note authenticated under this Indenture shall be registered in the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 name of the Base Indenture Depositary designated for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall not apply constitute a single security for all purposes of this Indenture. Ownership of beneficial interests in a Global Note will be limited to Participants or Indirect Participants. Upon the issuance of a Global Note, the Depositary or its custodian shall credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Note to the Notesaccounts of its Participants. The Notes Ownership of beneficial interests in a Global Note shall be transferred shown only on, and the transfer of such ownership interests shall be effected only through, records maintained by the Depositary or its nominee (with respect to interests of Participants) or by any such Participant (with respect to interests of persons held by such Participants on their behalf). Payments, transfers, exchanges and other matters relating to beneficial interests in accordance with a Global Note may be subject to various policies and procedures adopted by the provisions of Section 3.5 Depositary from time to time. None of the Base IndentureCompany, the Trustee or any of their agents shall have any responsibility or liability for any aspect of the Depositary’s or any Participant’s records, policies or procedures relating to, or for payments made on account of, beneficial interests in a Global Note or for any other aspect of the relationship between the Depositary and its Participants, or for maintaining, supervising or reviewing any records relating to such beneficial interests. With respect Notwithstanding any provision of this Indenture or any Note to the Notescontrary, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the first sentence name of any Person other than the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if Depositary or its nominee unless (i) the Depositary notifies the Company has been notified that Euroclear it is unwilling or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business unable to continue as depositary for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) Global Note or has announced an intention permanently ceased to cease business be qualified to act as such as required by this Indenture and the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or does in fact do so, becomes aware of such non-qualification or (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of Notes. All Definitive Notes issued in exchange for a Global Note or any portion thereof shall be registered in such series and names as the Registrar has received a request from Euroclear or ClearstreamDepositary shall direct. In such eventthe event and for so long as Definitive Notes are not issued to any owner of a beneficial interest in a Global Note after the occurrence of one of the events set forth above, the Company shall executeexpressly acknowledges, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the right of a Holder to pursue a remedy pursuant to Section 6.04, the right of such owner to pursue such remedy with respect to the portion of the Global Note that represents such owner’s Notes as if such Definitive Notes had been issued. Except in the circumstances referred to in the preceding paragraph, as long as the Depositary, or its nominee, is the registered Holder of a Global Note, the Depositary or such nominee, as the case may be, shall be considered the sole owner and Holder of such Global Note (and of the Notes represented thereby) for all purposes under this Indenture and the Notes. Except in the circumstances referred to in the preceding paragraph, owners of beneficial interests in a Global Note shall not be entitled to have such Global Note or any Notes represented thereby registered in their names, shall not receive or be entitled to receive physical delivery of Definitive Notes in exchange therefor and shall not be considered the owners or Holders of such Global Note (or any Notes represented thereby) for any purpose under this Indenture or the Notes. In addition, no beneficial owner of an interest in a Global Note shall be able to transfer that interest except in accordance with the Depositary’s applicable procedures (in addition to those under the Indenture referred to herein and, if applicable, those of Euroclear and Clearstream). All payments of interest on, principal of, or additional amounts on, a Global Note shall be made to or to the order of the Depositary or its nominee, as the case may be, as the Holder thereof. Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to Section 2.05, Section 2.07 or otherwise, shall be authenticated and deliverydelivered in the form of, and shall be, a Global Note, unless such Security is registered in the respective principal amounts, name of a Person other than the certificated Notes to be issuedDepositary for such Global Note or a nominee thereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (International Flavors & Fragrances Inc), Indenture (Nutrition & Biosciences, Inc.)
Global Notes. The (i) In the case of Original Notes, one or more Global Notes in fully registered form without interest coupons and bearing the Global Notes Legend (collectively, the “Global Notes”) shall initially be issued on the Issue Date, deposited with the Notes Custodian, and registered in global formthe name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The Bank In the case of New York MellonOriginal Notes, London Branchthe Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member and (ii) be delivered to the Trustee as custodian for such Depository. Members of, or direct or indirect participants in, the Depository, Euroclear and Clearstream (“Agent Members”) shall be have no rights under this Indenture with respect to any Global Note held on their behalf by the initial Depositary for Depository or the Trustee as its custodian or under the Global Notes. The fourth to last paragraph of Section 3.3 Depository may be treated by the Company, the Trustee and any agent of the Base Indenture Company or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall not apply prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Notes. The Depository, or impair, as between the Depository, Euroclear or Clearstream and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(ii) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or its respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 3.5 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (x) in the case of the Base Indenture. With respect to the Original Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if Depository (ia) notifies the Company has been notified that Euroclear it is unwilling or Clearstream unable to continue as depository for such Global Note or (or any additional or alternative clearing system on behalf of which the global Security may be heldb) has been closed for business for ceased to be a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does clearing agency registered under the Exchange Act and in fact do soeach case a successor depository is not appointed, (iiy) the Company, in at its sole discretion option and subject to the procedures of the DepositaryDepository, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to notifies the Trustee a Company Order in writing that it elects to cause the effect that such global Securities shall be so exchangeable, issuance of Definitive Notes or (iiiz) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or ClearstreamNotes. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures.
(iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such eventGlobal Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, Trustee shall authenticate and deliver, without chargemake available for delivery, to each Person that is beneficial owner identified by or on behalf of the ICSDs as the Depository in writing in exchange for its beneficial holder thereofinterest in such Global Note, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an equal aggregate principal amount equal to the principal amount of the Security or Securities Definitive Notes of such series authorized denominations.
(iv) The Holder of like tenor any Global Note may grant proxies and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for otherwise authorize any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposesPerson, including with respect Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedNotes.
Appears in 2 contracts
Sources: Indenture (Momentive Performance Materials Inc.), Indenture (Momentive Performance Materials Inc.)
Global Notes. This Section 2(b) shall apply to all Book-Entry Notes represented by one or more Global Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (the "Depositary") or a nominee thereof:
(i) each Global Note representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or a nominee thereof; (ii) notwithstanding any other provisions of this Agreement or a Global Note, such Global Note shall initially not be issued transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. A Global Note may be exchanged for the Certificated Note in global form. The Bank of New York Mellon, London Branch, shall be the initial event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for the Notes. The fourth Global Notes or the Depositary has ceased to last paragraph be a "clearing agency" registered under the Securities Exchange Act of Section 3.3 1934, as amended (the "Exchange Act"), and a successor depositary is not appointed by the Issuer within 60 calendar days thereafter, (B) an Event of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance Default has occurred and is continuing with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if Notes or (iC) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the CompanyIssuer, in its sole discretion and subject to the procedures of the Depositarydiscretion, determines that such Securities in global form all of the Book-Entry Notes shall be exchangeable for certificated Securities and executes and delivers Certificated Notes. Any Global Note exchanged pursuant to the Trustee a Company Order to the effect that such global Securities clause (A) or (C) above shall be so exchangeableexchanged in whole but not in part, while any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary; (iii) there Notes issued in exchange for a Global Note or any portion thereof shall be issued as Certificated Notes, without interest coupons, shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be registered in such names and be in such authorized denominations as the Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall be surrendered by the Depositary to the corporate trust office of the Issuing and Paying Agent located in the Borough of Manhattan, The City of New York, to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Security Issuing and Paying Agent. Upon any such surrender or Securities adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such series surrender, the Issuer shall execute, and upon receipt of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by instructions from an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners Authorized Representative of the related Notes Issuer the Issuing and each Paying Agent shall authenticate and deliver, a new Global Note on behalf of those Persons the Depositary for the remaining principal amount thereof; and (iv) neither any members of, or participants in, the Depositary ("Participants") nor any other persons on whose behalf Participants may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including act shall have any rights under this Agreement with respect to any Global Note registered in the registration and delivery, and the respective principal amounts, name of the certificated Notes Depositary or any nominee thereof, or under any such Global Note, arid the Depositary or such nominee, as the case may be, may be treated by the Issuer, the Issuing and Paying Agent and any agent of the Issuer or the Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note in accordance with Section 13(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Issuer or the Issuing and Paying Agent from giving effect to be issuedany written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the rights of a Registered Holder of a Global Note.
Appears in 2 contracts
Sources: Issuing and Paying Agency Agreement (Atlantic City Electric Co), Issuing and Paying Agency Agreement (Delmarva Power & Light Co /De/)
Global Notes. The Notes offered and sold to QIBs in reliance on Rule 144A shall initially be issued initially in global form. The Bank the form of New York MellonRule 144A Global Notes, London Branch, which shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system deposited on behalf of which the global Security may be held) has been closed for business for purchasers of the Notes represented thereby with a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures custodian of the Depositary, determines that such Securities and registered in global form the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. 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 and the Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be exchangeable for certificated Securities and executes and delivers to issued initially in the Trustee a Company Order to form of the effect that such global Securities Regulation S Temporary Global Note, which shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or deposited on behalf of the ICSDs purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial holder thereof, Securities ownership of such series 100% of like tenor and terms in certificated form, in authorized denominations and in an the aggregate principal amount equal to the principal amount of the Security or Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of such series of like tenor a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and terms in global form in exchange for such Security or Securities in global form.” Neither (ii) an Officers' Certificate from the Company nor certifying as to the same matters covered in clause (i) above. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying shall cancel the beneficial owners Regulation S Temporary Global Notes. The aggregate principal amount of the related Regulation S Temporary Global Notes and each the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, Trustee and the respective principal amountsDepositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Note shall represent such of the certificated 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 issuedreduced 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 2.06 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel shall be applicable to interests in the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Cedel. The Trustee shall have no obligation to notify Holders of any such procedures or to monitor or enforce compliance with the same. Except as set forth in Section 2.06 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.
Appears in 2 contracts
Sources: Indenture (Laralev Inc), Indenture (Crew J Operating Corp)
Global Notes. The Initial Notes initially resold pursuant to Rule 144A shall initially be issued initially in the form of one or more permanent Global Notes in registered form (collectively, the “Rule 144A Global Note”) with the global form. The Bank of New York Mellonsecurities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, London Branch, and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the initial Depositary for form of one or more permanent Global Notes in registered form with the Notes. The fourth to last paragraph of Section 3.3 of global securities legend and the Base Indenture shall not apply applicable restricted securities legend set forth in Exhibit A to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the NotesIndenture (collectively, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read “Regulation S Global Note”) or with such other legends as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be heldappropriate. Except as set forth in this Section 2.1(a) has been closed for business for and Section 2.3(c) hereof, beneficial ownership interest in a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form Regulation S Global Note shall be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in such 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 executes and delivers (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements described in Section 2.4 and, subject to Section 2.4 hereof, Initial Notes transferred subsequent to the Trustee a Company Order initial resale thereof to IAIs shall be issued initially in the form of one or more permanent global securities in registered form (collectively, the “IAI Global Note”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the effect that such global Securities Indenture, which shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or deposited on behalf of the ICSDs purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the applicable Depositary or a nominee of the applicable Depositary, duly executed by the Issuers and authenticated by the Trustee or the Authentication Agent as provided in the beneficial holder thereofIndenture. The Rule 144A Global Note, Securities of such series of like tenor IAI Global Note and terms in certificated form, in authorized denominations and in an Regulation S Global Note are collectively referred to herein as “Global Notes.” The aggregate principal amount equal to the principal amount of the Security Global Notes may from time to time be increased or Securities decreased by adjustments made on the records of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedapplicable Depositary or its nominee as hereinafter provided.
Appears in 2 contracts
Sources: Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp)
Global Notes. The Initial Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes, substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Upon consummation of the Registered Exchange Offer, the Series B Notes may be issued in global formthe form of one or more Global Notes with the Global Note Legend but not the Private Placement Legend. The Bank Each Global Note shall represent such of New York Mellon, London Branch, the aggregate principal amount of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the initial Depositary for aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the Notesaggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The fourth Any endorsement of a Global Note to last paragraph reflect the amount of Section 3.3 any increase or decrease in the aggregate principal amount of the Base Indenture shall not apply to the Notes. The Outstanding Notes represented thereby shall be transferred only made by the Trustee in accordance with instructions given by the provisions of Holder thereof as required by Section 3.5 of the Base Indenture204 hereof. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if Each Global Note (i) shall be registered, in the Company has been notified that Euroclear name of the Depositary designated for such Global Note pursuant to Section 204, or Clearstream (or any additional or alternative clearing system on behalf in the name of which the global Security may be held) has been closed for business for a continuous period nominee of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do sosuch Depositary, (ii) shall be deposited with the CompanyTrustee, in its sole discretion and subject to the procedures of as Custodian for the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred bear a legend substantially as follows: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR IS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Each Depositary designated pursuant to Section 204 for a Global Note must, at the time of its designation and at all times while it serves as Depositary, be continuing an Event of Default with respect to a clearing agency registered under the Securities of such series Exchange Act and the Registrar has received a request from Euroclear any other applicable statute or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global formregulation.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 1 contract
Sources: Indenture (Pepsi Bottling Group Inc)
Global Notes. This Section 2(b) shall apply to any Book-Entry Notes represented by one or more Global Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (the “Depositary”) or a nominee thereof:
(i) each Global Note representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or a nominee thereof;
(ii) notwithstanding any other provisions of this Agreement or a Global Note, such Global Note shall initially not be issued transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. A Global Note may be exchanged for a Certificated Note in global form. The Bank of New York Mellon, London Branch, shall be the initial event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for the Notes. The fourth Global Notes or the Depositary has ceased to last paragraph be a “clearing agency” registered under the Securities Exchange Act of Section 3.3 1934, as amended (the “Exchange Act”), and a successor depositary is not appointed by the Issuer within sixty (60) days thereafter, (B) an Event of the Base Indenture shall not apply to Default (as defined in the Notes. The Notes shall be transferred only in accordance ) has occurred and is continuing with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if Notes or (iC) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the CompanyIssuer, in its sole discretion and subject to the procedures of the Depositarydiscretion, determines that such Securities in global form all of the Book-Entry Notes shall no longer be exchangeable for certificated Securities and executes and delivers represented by Global Notes. Any Global Note exchanged pursuant to the Trustee a Company Order to the effect that such global Securities clause (A) or (C) above shall be so exchangeableexchanged in whole but not in part, while any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary;
(iii) there Notes issued in exchange for a Global Note or any portion thereof shall be issued as Certificated Notes, without interest coupons, shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be registered in such names and be in such authorized denominations as the Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall be surrendered by the Depositary to the Corporate Trust Office of the Issuing and Paying Agent located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Corporate Trust Office”), to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Security Issuing and Paying Agent. Upon any such surrender or Securities adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer, the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such series surrender, the Issuer shall execute, and upon receipt of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by instructions from an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners Authorized Representative of the related Notes Issuer the Issuing and each Paying Agent shall authenticate and deliver, a new Global Note on behalf of those Persons the Depositary for the remaining principal amount thereof; and
(iv) neither any members of, or participants in, the Depositary (“Participants”) nor any other persons on whose behalf Participants may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including act shall have any rights under this Agreement with respect to any Global Note registered in the registration and deliveryname of the Depositary or any nominee thereof, or under any such Global Note, and the respective principal amountsDepositary or such nominee, as the case may be, may be treated by the Issuer, the Issuing and Paying Agent and any agent of the certificated Notes Issuer or the Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note in accordance with Section 12(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Issuer or the Issuing and Paying Agent from giving effect to be issuedany written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the rights of a Registered Holder of a Global Note.
Appears in 1 contract
Sources: Issuing and Paying Agency Agreement (Independent Bank Corp)
Global Notes. The Notes shall initially be issued offered and sold in global form. The Bank of New York Mellon, London Branchconnection with the Offering by the Initial Purchaser to (i) QIBs in reliance on Rule 144A and (ii) Institutional Accredited Investors who are not QIBs otherwise than in reliance on Regulation S, shall be issued initially in the initial Depositary for the form of 144A Global Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes , which shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or deposited on behalf of the ICSDs purchasers of the Notes represented thereby with the Trustee, as custodian of the beneficial holder thereofDepository, Securities and registered in the name of such series the Depository or a nominee of like tenor the Depository, duly executed by the Company and terms in certificated form, in authorized denominations and in an authenticated by the Trustee as hereinafter provided. The aggregate principal amount equal to the principal amount of the Security 144A Global Notes may from time to time be increased or Securities decreased by adjustments made on the records of such series the Trustee and the Depository or its nominee as hereinafter provided. Notes offered and sold in connection with the Offering by the Initial Purchaser in reliance on Regulation S, if any, shall be issued initially in the form of like tenor the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, and terms registered in global form in exchange the name of the Depository or the nominee of the Depository for such Security the accounts of designated agents holding on behalf of Euroclear or Securities in global form.” Neither Cedel, duly executed by the Company nor and authenticated by the Trustee will as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be liable for terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the related 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect pursuant to the registration and deliveryApplicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the respective principal amounts, of the certificated Regulation S Permanent Global Notes to be issued.may from time
Appears in 1 contract
Sources: Indenture (Greyhound Lines Inc)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) Notes offered and sold in reliance on Rule 144A as provided in the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form Purchase Agreement shall be exchangeable for certificated Securities and executes and delivers to issued initially in the Trustee a Company Order to the effect that such global Securities shall be so exchangeableform of one or more U.S. Global Notes in definitive fully registered form without interest coupons, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or deposited on behalf of the ICSDs subscribers for the Notes represented thereby with the Trustee, as custodian for the beneficial holder Depositary and registered in the name of DTC or a nominee thereof, Securities of such series of like tenor duly executed by the Company and terms authenticated by the Trustee as provided in certificated form, in authorized denominations and in an the Indenture. The aggregate principal amount equal of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S as provided in the Purchase Agreement shall be issued initially in the form of one or more Regulation S Temporary Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary, for the accounts of Euroclear and Clearstream and registered in the name of DTC or a nominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Distribution Compliance Period shall be terminated upon the receipt by the Trustee of a written certificate from the Depositary, if available, together with copies of certificates from Euroclear and Clearstream, if available, certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a U.S. Global Note bearing a Legend, all as contemplated by Section 209(a)(iii) hereof). Following the termination of the Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary 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 principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced to reflect exchanges or redemptions. Any adjustment of the aggregate principal amount of a Global Note representing the Notes to reflect the amount of any decrease in the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor outstanding Notes represented thereby shall be made by the Trustee will in accordance with instructions given by the Holder thereof as required by Section 209 hereof and shall be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying made on the beneficial owners records of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, Trustee and the respective principal amounts, of the certificated Notes to be issuedDepositary.
Appears in 1 contract
Sources: Eighteenth Supplemental Indenture (Cco Holdings LLC)
Global Notes. The Notes shall initially be issued hereunder to the Depository in global form. The Bank the form of New York Mellon, London Branch, a Global Security shall be subject to the initial Depositary for the Notes. The fourth following additional provisions, unless and until Definitive Securities have been issued to last paragraph of Section 3.3 beneficial holders of the Base Indenture shall not apply Notes pursuant to Section 3.6 of the Indenture:
(1) the Trustee may deal with the Depository for all purposes as the sole holder of the Notes and the authorized representative of the beneficial holders of such Notes. The ;
(2) the rights of beneficial holders of such Notes shall be transferred exercised only through the Depository and the rights of beneficial holders shall be limited to those established by Applicable Law and agreements between the Depository and the participants of the Depository (the "Participants") and between the Participants and the beneficial holders, and must be exercised through a Participant in accordance with the Applicable Procedures of the Depository;
(3) whenever the Indenture, as amended and supplemented by this First Supplemental Indenture, requires or permits actions to be taken based upon instructions or directions from Holders evidencing a specific percentage of the Outstanding Notes, the Depository shall be deemed to be counted in that percentage to the extent that it has received instructions to such effect from beneficial holders or Participants;
(4) the Depository will make book-entry transfers among the direct Participants of such Depository and will receive and transmit distributions of principal, premium (if any) and interest on the Notes to such direct Participants;
(5) the direct participants of the Depository shall have no rights under the Indenture, as amended and Supplemented by this First Supplemental Indenture, or under or with respect to any of the Notes held on their behalf by such Depository, and the Depository may be treated by the Trustee as the absolute owner of the Notes represented by the Global Securities representing the Notes for all purposes whatsoever;
(6) whenever a notice or other communication is required to be provided to Holders, the Corporation or the Trustee shall provide such notices and communications to the Depository for delivery of such notices and communications to beneficials holders in accordance with Applicable Securities Laws and the Applicable Procedures of the Depository. Notwithstanding Section 1.7 of the Indenture, notices may be given to the Depository for the Notes by email to any address used by such Depository for general notices, and any such notice shall be deemed to have been effectively given on the date of transmission if sent prior to 5:00 p.m. (recipient’s time) or otherwise on the next Business Day;
(7) notwithstanding any other provision of the Indenture or this First Supplemental Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Security shall be made to the Depository or its nominee for subsequent payment by the Depository or its nominee to the beneficial holders thereof;
(8) it is expressly acknowledged that transfers of beneficial ownership in any Note represented by a Global Security will be effected only: (A) with respect to the interests of Participants, through records maintained by the Depository or its nominee for the Global Security representing the Notes; and (B) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership interests in the Notes represented by a Global Security may do so only through a Participant; and
(9) the transfer and exchange of beneficial interests in Notes represented by a Global Security shall be effected through the Depository, in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, as amended and supplemented by this First Supplemental Indenture, the first sentence Applicable Procedures that apply to such transfer or exchange and Applicable Law. Transfers and exchanges of the seventh paragraph of beneficial interests in Global Notes shall also require compliance with either Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise1.09(9)(A) or has announced an intention permanently to cease business or does in fact do soSection 1.09(9)(B), (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.applicable:
Appears in 1 contract
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary (a) Except for the Notes. The fourth a transfer pursuant to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 2.06(b)(v) hereof, portions of a Global Note of any series deposited with the Base Indenture. With respect Depositary pursuant to Section 2.04 shall be transferred in certificated form to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form beneficial owners thereof only if such transfer complies with Section 2.06 and (i) the Depositary notifies the Company has been notified that Euroclear it is unwilling or Clearstream (unable to continue as Depositary for such Global Note or if at any additional time such Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice or alternative clearing system on behalf within 90 days after the Company becomes aware of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do sosuch cessation, (ii) an Event of Default has occurred and is continuing with respect to the CompanyNotes of such series and payment of principal thereof and interest thereon has been accelerated and the owners of beneficial interests in the Global Notes with fractional undivided interests aggregating not less than a majority interest advise the Trustee, the Company and the Depositary through Agent Members in writing that the continuation of a book-entry system through the Depositary or its sole discretion and successors is no longer in their best interest or (iii) the Company determines (subject to the procedures of the Depositary) that the Notes of such series shall no longer be represented by such Global Note.
(b) A Global Note of a series, determines that such Securities in global form portions of which are transferable to the beneficial owners thereof pursuant to this Section 2.05, shall be exchangeable for certificated Securities and executes and delivers surrendered by the Depositary to the Trustee a Company Order at its Corporate Trust Office for registration of transfer, in whole or from time to the effect that such global Securities shall be so exchangeabletime in part, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall executewithout charge, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, Trustee shall authenticate and deliver, without chargeupon such registration of transfer of each portion of such Global Note, to each Person that is identified by or on behalf an equal aggregate principal amount of the ICSDs as the beneficial holder thereof, Securities certificated Notes of such series of like tenor authorized denominations. Any portion of a Global Note whose registration is transferred pursuant to this Section 2.05 shall be executed, authenticated and terms delivered only in certificated formthe denominations, if other than as specified in authorized denominations Section 2.01(9), specified in the Management Committee Resolution or indenture supplemental hereto with respect to such series of Notes and registered in an aggregate principal amount equal to such names as the principal amount Depositary shall direct. Any Note of the Security or Securities any series delivered in exchange for a portion of a Rule 144A Global Note of such series shall bear the Private Placement Legend.
(c) Subject to the provisions of like tenor Section 2.04(e) above, the registered holder of any Global Note may grant proxies and terms otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Noteholder is entitled to take under this Indenture or the Notes of the applicable series.
(d) In the event of the occurrence of any of the events specified in global form in exchange for such Security or Securities in global form.” Neither paragraph (a) of this Section 2.05, the Company shall promptly make available to the Trustee a reasonable supply of certificated Notes of each applicable series in definitive fully registered form without interest coupons.
(e) The Global Notes of each series issued and authenticated pursuant to the first paragraph of Section 2.04(d) (both before and after the expiration of the Restricted Period) and the Rule 144A Global Notes of each series shall each be assigned separate securities identification numbers.
(f) None of the Company, the Trustee nor any agent of the Company or the Trustee will be liable have any responsibility or liability for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners aspect of the related Notes and each records relating to or payments made on account of those Persons may conclusively rely onbeneficial ownership interests of a Global Note or maintaining, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect supervising or reviewing any records relating to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedsuch beneficial ownership interests.
Appears in 1 contract
Global Notes. The (a) Any Notes shall initially that are no longer part of Corporate Units will be issued initially in global formthe form of one or more Registered Global Securities (the "Global Notes") registered in the name of the Depositary or its nominee. The Bank of New York Mellon, London Branch, shall be the initial Depositary Unless and until they are exchanged for the Notes. The fourth Notes in registered form, such Global Notes may be transferred, in whole but not in part, only to last paragraph of Section 3.3 the Clearing Agency or a nominee of the Base Indenture shall not apply Clearing Agency, or to a successor Clearing Agency selected or approved by the NotesCompany or to a nominee of such successor Clearing Agency. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the NotesIn addition, the first sentence Company may issue a Note in the form of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if a Global Note with $0.00 balance.
(b) If at any time (i) the Clearing Agency notifies the Company has that it is unwilling or unable to continue as a Clearing Agency for the Global Notes and no successor Clearing Agency shall have been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 appointed within 90 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do soafter such notification, (ii) the Clearing Agency ceases to be a clearing agency registered under the Exchange Act at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Company becoming aware of the Clearing Agency's ceasing to be so registered, (iii) the Company, in its sole discretion and subject to the procedures of the Depositarydiscretion, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities Global Notes shall be so exchangeable, exchangeable or (iiiiv) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventDefault, the Company shall will execute, and subject to Article Two of the Base Indenture, the Trustee, upon receipt of a Company Order for written notice from the authentication and delivery of certificated Securities of such series of like tenor and termsCompany, shall will authenticate and deliver, deliver the Notes in definitive registered form without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated formcoupons, in authorized denominations denominations, and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form Global Note in exchange for such Security Global Note. Upon exchange of the Global Note for such Note in definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the Clearing Agency or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant its custodian, pursuant to instructions from its direct or indirect participant in an ICSD in identifying participants or otherwise, shall instruct the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect Trustee. The Trustee shall deliver such Securities to the registration and delivery, and Clearing Agency for delivery to the respective principal amounts, of the certificated Notes to be issuedPersons in whose names such Securities are so registered.
Appears in 1 contract
Global Notes. The Notes shall initially corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and released from the Collateral Account will be issued in permanent global form. The Bank of New York Mellonform (a “Global Note”), London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the and if issued as one or more Global Notes, the first sentence Depository shall be The Depository Trust Company or such other depository as any officer of the seventh paragraph of Section 3.5 Company may from time to time designate. On the date on which the Notes registered in the name of the Base Indenture is hereby amended and restated Purchase Contract Agent pursuant to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventSection 2.03 are issued, the Company shall executealso issue one or more Global Notes, registered in the name of the Depository or its nominee, each having a zero principal balance. Upon the creation of Treasury Units or the recreation of Corporate Units, an appropriate annotation shall be made on the Schedule of Increases and Decreases on the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified Global Notes held by or on behalf of the ICSDs Depository and on the Pledged Note held by the Collateral Agent. Notes represented by the Global Notes will be exchangeable for Notes in certificated form only (a) if the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Notes or if at any time the Depository ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depository within 90 days of that notice or of its becoming aware of such cessation or (b) upon recreation of Corporate Units; provided that, subject to the last paragraph of Section 2.03, the Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as the portion of the Global Note to be exchanged. Except as provided above, owners of beneficial holder thereof, Securities interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such series of like tenor and terms Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in authorized denominations whole but not in part, and in an aggregate principal amount equal any payments on the Notes shall be made, only to the principal amount Depository or a nominee of the Security Depository, or Securities to a successor Depository selected or approved by the Company or to a nominee of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners successor Depository. Any Global Note that is exchangeable pursuant to clause (a) of the related fourth sentence of this Section 2.04 shall be exchangeable for Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from certificated form registered in such names as the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedDepository shall direct.
Appears in 1 contract
Sources: First Supplemental Indenture (Assured Guaranty LTD)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary (a) Unless and until it is exchanged for the Notes. The fourth Notes in registered form, one or more global Notes in principal amount equal to last paragraph the aggregate principal amount of Section 3.3 all outstanding Notes ("GLOBAL NOTES") may be transferred, in whole but not in part, only to the Depositary or a nominee of the Base Indenture shall not apply Depositary, or to a successor Depositary selected or approved by the Notes. The Notes shall be transferred only in accordance with the provisions Corporation or to a nominee of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if such successor Depositary.
(b) If at any time (i) the Company has Depositary notifies the Corporation that it is unwilling or unable to continue as a Depositary for the Global Notes and no successor Depositary shall have been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 appointed within 90 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do soafter such notification, (ii) the CompanyDepositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at any time the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed within 90 days after the Corporation's becoming aware of the Depositary's ceasing to be so registered, (iii) the Corporation, in its sole discretion and subject to the procedures of the Depositarydiscretion, determines that such Securities in global form the Global Notes shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, Notes in definitive registered form or (iiiiv) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventDefault, the Company shall Corporation will execute, and subject to Article Five of the Base Indenture, the Trustee, upon receipt of a Company Order for written notice from the authentication and delivery of certificated Securities of such series of like tenor and termsCorporation, shall will authenticate and deliver, deliver the Notes in definitive registered form without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated formcoupons, in authorized denominations denominations, and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form Global Note in exchange for such Security or Securities Global Note. Upon exchange of the Global Note for such Notes in global form.” Neither definitive registered form without coupons, in authorized denominations, the Company nor Global Note shall be cancelled by the Trustee will Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be liable for any delay by an ICSD or any participant registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participant in an ICSD in identifying participants or otherwise, shall instruct the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect Trustee. The Trustee shall deliver such Securities to the registration and delivery, and Depositary for delivery to the respective principal amounts, of the certificated Notes to be issuedPersons in whose names such Securities are so registered.
Appears in 1 contract
Global Notes. (i) The Global Notes shall initially be issued in global formbear the Global Note Legend [and the OID Legend]. The Bank Global Notes initially shall (1) be registered in the name of New York Mellonthe Depository or the nominee of such Depository, London Branchin each case for credit to an account of an Agent Member and (2) be delivered to the Trustee as custodian for such Depository. Members of, or direct or indirect participants in, the Depository, Euroclear or Clearstream (“Agent Members”) shall be have no rights under this Indenture with respect to any Global Note held on their behalf by the initial Depositary for Depository, or the Trustee as its custodian, or under the Global Notes. The fourth to last paragraph of Section 3.3 Depository may be treated by the Issuer, the Trustee and any agent of the Base Indenture Issuer or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall not apply 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 the Notes. The Depository, or impair, as between the Depository, Euroclear or Clearstream as the case may be, and their respective Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(ii) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or its respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository, Euroclear or Clearstream as the case may be, and the provisions of Section 3.5 of the Base Indenture2.07. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form Global Note shall be exchangeable for certificated Securities Definitive Notes only if (x) the Depository notifies the Issuer that it is unwilling or unable to continue as depository, for such Global Note and executes and delivers the Issuer thereupon fails to appoint a successor depository, (y) the Trustee Depository has ceased to be a Company Order to clearing agency registered under the effect that such global Securities shall be so exchangeable, Exchange Act or (iiiz) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or ClearstreamGlobal Note. In such eventall cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the Company shall executenames, and the Trusteeissued in any approved denominations, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified requested by or on behalf of the ICSDs Depository in accordance with its customary procedures.
(iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (ii) of this Section 2.02(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial holder thereofowner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an equal aggregate principal amount equal to the principal amount of the Security or Securities Definitive Notes of such series authorized denominations.
(iv) The Holder of like tenor any Global Note may grant proxies and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for otherwise authorize any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposesPerson, including with respect Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedNotes.
Appears in 1 contract
Sources: Indenture (GeoEye License Corp.)
Global Notes. (i) The Global Notes shall initially be issued in global formbear the Global Note Legend. The Bank Global Notes initially shall (1) be registered in the name of New York Mellonthe Depository or the nominee of such Depository, London Branchin each case for credit to an account of an Agent Member and (2) be delivered to the Trustee as custodian for such Depository. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall be have no rights under this Indenture with respect to any Global Note held on their behalf by the initial Depositary for Depository, or the Trustee as its custodian, or under the Global Notes. The fourth to last paragraph of Section 3.3 Depository may be treated by the Issuer, the Trustee and any agent of the Base Indenture Issuer or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall not apply 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 the Notes. The Depository, or impair the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(ii) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or its respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 3.5 of the Base Indenture2.07. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form Global Note shall be exchangeable for certificated Securities Definitive Notes only if (x) the Depository notifies the Issuer that it is unwilling or unable to continue as depository, for such Global Note and executes and delivers the Issuer thereupon fails to appoint a successor depository, (y) the Trustee Depository has ceased to be a Company Order to clearing agency registered under the effect that such global Securities shall be so exchangeable, Exchange Act or (iiiz) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or ClearstreamGlobal Note. In such eventall cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the Company shall executenames, and the Trusteeissued in any approved denominations, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified requested by or on behalf of the ICSDs Depository in accordance with its customary procedures.
(iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (ii) of this Section 2.02(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial holder thereofowner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an equal aggregate principal amount equal to the principal amount of the Security or Securities Definitive Notes of such series authorized denominations.
(iv) The Holder of like tenor any Global Note may grant proxies and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for otherwise authorize any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposesPerson, including with respect Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedNotes.
Appears in 1 contract
Sources: Indenture (GeoEye, Inc.)
Global Notes. The (a) If Notes shall initially are eligible for book-entry settlement with the Depositary, such Notes may be issued represented by one or more Notes in global formform (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The Bank transfer and exchange of New York Mellon, London Branch, beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with this Indenture (including the provisions of Section 3.5 restrictions on transfer set forth herein) and the procedures of the Base IndentureDepositary therefor.
(b) A Global Note may not be transferred as a whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with this Appendix A.
(c) The Depositary shall be a clearing agency registered under the Exchange Act. With The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the NotesDepositary, registered in the first sentence name of Cede & Co., as the nominee of the seventh paragraph of Section 3.5 of Depositary, and deposited with the Base Indenture is hereby amended and restated to read Trustee as follows: “A Security in global form will be exchangeable custodian for certificated Securities of the same series in definitive form only if Cede & Co.
(d) If (i) the Depositary notifies the Company has been notified at any time that Euroclear the Depositary is unwilling or Clearstream (or any additional or alternative clearing system on behalf of which unable to continue as depositary for the global Security may be held) has been closed for business for Global Notes and a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do sosuccessor depositary is not appointed within 90 days, (ii) the Company, in its sole discretion Depositary ceases to be registered as a clearing agency under the Exchange Act and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, successor depositary is not appointed within 90 days or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities Notes has occurred and is continuing and a beneficial owner of such series and the Registrar has received any Note requests that its beneficial interest therein be issued as a request from Euroclear or Clearstream. In such eventPhysical Note, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate, an Opinion of Counsel, and a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and termsNotes, shall authenticate and deliverdeliver (x) in the case of clause (iii), without chargea Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each Person that is identified by or on behalf beneficial owner of the ICSDs as the beneficial holder related Global Notes (or a portion thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and ) in an aggregate principal amount equal to the aggregate principal amount of the Security or Securities of such series of like tenor and terms in global form Global Notes in exchange for such Security Global Notes, and upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled.
(e) Physical Notes issued in exchange for all or Securities a part of the Global Note pursuant to this Section 1.2 of Appendix A shall be registered in global formsuch names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (iii) of the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered.” Neither
(f) At such time as all interests in a Global Note have been converted, canceled, repurchased, redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased, redeemed or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase.
(g) None of the Company, the Trustee (acting in any capacity) or any agent of the Company nor or the Trustee will be liable shall have any responsibility or liability for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners aspect of the related Notes and each records relating to or payments made on account of those Persons may conclusively rely onbeneficial ownership interests of a Global Note or maintaining, and will supervising or reviewing any records relating to such beneficial ownership interests, or for any action or inaction of the Depositary. Each Note that is a Global Note shall be protected in relying on, instructions from the ICSD for all purposes, including with respect subject to the registration and deliveryrestrictions on transfer set forth in this Section 1.2 of Appendix A (including the legend set forth below): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, and AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
(h) Any temporary Note that is a Global Note issued pursuant to Regulation S shall be subject to the respective principal amountsrestrictions on transfer set forth in this Section 1.2(h) of Appendix A (including the legend set forth below): THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, of the certificated Notes to be issuedAND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE. THE HOLDER OF THIS NOTE BY ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IF IT IS A PURCHASER IN A SALE THAT OCCURS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OF THE SECURITIES ACT, IT ACKNOWLEDGES THAT, UNTIL EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF RULE 903 OF REGULATION S, ANY OFFER OR SALE OF THIS NOTE SHALL NOT BE MADE BY IT TO A U.S. PERSON TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON WITHIN THE MEANING OF RULE 902(k) UNDER THE SECURITIES ACT.
Appears in 1 contract
Sources: Senior Secured Convertible Notes Indenture (SAExploration Holdings, Inc.)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Rule 144A Notes shall be transferred only issued initially in accordance with the provisions form of Section 3.5 of the Base Indenture. With respect to the Notesone or more permanent global Notes in fully registered form (collectively, the first sentence “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more permanent global Notes in fully registered form (collectively, the seventh paragraph of Section 3.5 of “Regulation S Global Note”), in each case without interest coupons and bearing the Base Indenture is hereby amended Global Notes Legend and restated to read as follows: “the applicable restricted securities legend set forth in Exhibit A Security in global form will hereto, which shall be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system deposited on behalf of which the global Security may be held) has been closed for business for purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures nominee of the Depositary, determines that such Securities duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the 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 provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for certificated Securities and executes and delivers to interests in the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventRule 144A Global Note, the Company shall execute, and IAI Global Note or any other Note without a Restricted Notes Legend until the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf expiration of the ICSDs Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any global notes in fully registered form without the Restricted Notes Legend are each referred to herein as the beneficial holder thereof, Securities of such series of like tenor a “Global Note” and terms in certificated form, in authorized denominations and in an are collectively referred to herein as “Global Notes.” The aggregate principal amount equal to the principal amount of the Security Global Notes may from time to time be increased or Securities decreased by adjustments made on the records of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of Depositary or its nominee and on the certificated Notes to be issuedschedules thereto as hereinafter provided.
Appears in 1 contract
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to Neither the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there nor any Agent shall have occurred and be continuing an Event of Default any responsibility or obligation to any beneficial owner in a Global Note, a Participant or Indirect Participant or other Person with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf accuracy of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount records of the Security Depositary or Securities its nominee or of such series of like tenor and terms any Participant, with respect to any ownership interest in global form in exchange for such Security the Notes or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration delivery to any Participant, Indirect Participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and deliverycommunications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee and each Agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the respective principal amounts, giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the certificated Notes Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Participant or between or among the Depositary, any such Participant and/or any Indirect Participant, holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. Notwithstanding the foregoing, with respect to be issuedany Global Note, 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 any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note.
Appears in 1 contract
Global Notes. The Floating Rate Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities substantially in the form of Exhibits A1 or A2 hereto (including the same series Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Fixed Rate Notes issued in global form will be substantially in the form of Exhibits B1 or B2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Floating Rate Notes and Fixed Rate Notes issued in definitive form only if will be substantially in the form of Exhibit A1 and Exhibit B1, respectively, hereto (i) but each without the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf Global Note Legend thereon and without the “Schedule of which Exchanges of Interests in the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion Global Note” attached thereto). Each Floating Rate Global Note and subject to the procedures each Fixed Rate Global Note will represent such of the Depositaryoutstanding Floating Rate Notes and Fixed Rate Notes, determines respectively, as will be specified therein and each shall provide that such Securities it represents the aggregate principal amount of outstanding Floating Rate Notes or Fixed Rate Notes, respectively, from time to time endorsed thereon and that the aggregate principal amount of outstanding Floating Rate Notes and Fixed Rate Notes, respectively, represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Fixed Rate Global Note or a Floating Rate Global Note to reflect the amount of any increase or decrease in global form shall the aggregate principal amount of outstanding Fixed Rate Notes or Floating Rate Notes, respectively, represented thereby will be exchangeable for certificated Securities and executes and delivers to made by the Trustee a Company Order to or the effect that such global Securities shall be so exchangeableCustodian, or (iii) there shall have occurred and be continuing an Event at the direction of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for in accordance with instructions given by the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified Holder thereof as required by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global formSection 2.06 hereof.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 1 contract
Sources: Indenture (MagnaChip Semiconductor LTD (United Kingdom))
Global Notes. The Any Notes shall initially that are no longer part of New PEPS Units will be issued initially in global form. The Bank the form of New York Mellon, London Branch, shall be one or more Global Notes (the initial Depositary for "Global Notes") registered in the Notes. The fourth to last paragraph of Section 3.3 name of the Base Indenture shall Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, such Global Notes may be transferred, in whole but not apply in part, only to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 Clearing Agency or a nominee of the Base IndentureClearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if If at any time (i) the Company Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Notes and no successor Depositary has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 appointed within 90 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do soafter this notice, (ii) the Company, in its sole discretion and subject Depositary at any time ceases to be a Clearing Agency registered under the procedures of Exchange Act when the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers Depositary is required to the Trustee a Company Order to the effect that such global Securities shall be so exchangeableregistered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (iii) there shall the Corporation, in its sole discretion, determines that it will no longer have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventNotes represented by Global Notes, the Company shall Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and termstherefor, shall will authenticate and deliver, deliver the Notes in definitive registered form without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated formcoupons, in authorized denominations denominations, and in an aggregate principal amount equal to the principal amount of the Security Global Note or Securities of such series of like tenor and terms in global form Notes in exchange for such Security Global Senior or Notes. Upon exchange of the Global Note or Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note or Notes shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in global form.” Neither whose names such Securities are so registered. None of the Company nor Corporation, the Guarantor, the Trustee or any agent of the Corporation, the Guarantor or the Trustee will be liable have any responsibility or liability for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners aspect of the related Notes and each records relating to or payments made on account of those Persons may conclusively rely onbeneficial ownership interests of a Global Note or maintaining, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect supervising or reviewing any records relating to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedsuch beneficial ownership interest.
Appears in 1 contract
Sources: Supplemental Indenture (PPL Electric Utilities Corp)
Global Notes. The Notes offered and sold in reliance on Rule 144A shall initially be issued initially in global formthe form of a U.S. Global Note, duly executed by the Issuer, endorsed by each Guarantor and authenticated by the Trustee as hereinafter provided. The Bank of New York Mellon, London Branch, Notes offered and sold in reliance on Regulation S shall be issued initially in the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 form of the Base Indenture International Global Note, duly executed by the Issuer, endorsed by each Guarantor and authenticated by the Trustee as hereinafter provided. Each Global Note shall not apply to represent such of the Notes. The outstanding Notes as shall be transferred only specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, by the Registrar or the Trustee to reflect exchanges, repurchases, redemptions and transfers of interests therein, in accordance with the provisions terms of Section 3.5 of the Base this Indenture. With respect to The terms and provisions contained in the NotesNotes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidaysGuarantors, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventSecurity Agent, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication by their execution and delivery of certificated Securities of this Indenture, expressly agree to such series of like tenor terms and terms, shall authenticate provisions and deliver, without chargeto be bound thereby. However, to each Person that is identified by the extent any provision of any Note or on behalf any Guarantee conflicts with the express provisions of this Indenture, the ICSDs as provisions of this Indenture shall govern and be controlling. Ownership of interests in the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee Global Notes will be liable for any delay by an ICSD or any participant or indirect participant limited to Participants and Indirect Participants. Book-Entry Interests in an ICSD in identifying the beneficial owners of the related Global Notes and each of those Persons may conclusively rely will be shown on, and transfers thereof will be protected effected only through, records maintained in relying onbook-entry form by the Depositary and its Participants. The Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.06(a) hereof, instructions from the ICSD for all purposesGlobal Notes may be transferred, including with respect in whole and not in part, only to the registration and delivery, and the respective principal amounts, a nominee or a successor of the certificated Notes to be issuedDepositary or the Common Depositary.
Appears in 1 contract
Global Notes. The (a) If any Global Note is to be exchanged for other Notes shall initially be issued or cancelled in global form. The Bank of New York Mellonwhole, London Branch, it shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified surrendered by or on behalf of the ICSDs Depository or its nominee to the Security Registrar for exchange or cancellation as provided in Section 305 of the Indenture. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or in part for a beneficial holder thereofinterest in any other Global Note, Securities including in exchange for Short-Term Notes, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in Section 305 of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate the Indenture or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Security Registrar, in accordance with the Applicable Procedures, shall instruct the Depository or Securities its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of such series of like tenor a Global Note, the Trustee shall, unless otherwise provided in the Indenture (as amended and terms in global form supplemented by this Second Supplemental Indenture), authenticate and deliver any Notes issuable in exchange for such Security Global Note (or Securities any portion thereof) to or upon the written order of, and registered in global form.” Neither such names as may be directed by, the Depository or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the eighth paragraph of Section 305 of the Indenture, the Company nor shall promptly make available to the Trustee will a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be liable for entitled to rely upon any delay by an ICSD order, direction or any participant or indirect participant in an ICSD in identifying the beneficial owners request of the related Notes and each of those Persons may conclusively rely onDepository or its authorized representative which is given or made pursuant to this Article Three if such order, and will be protected direction or request is given or made in relying on, instructions from accordance with the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedApplicable Procedures.
Appears in 1 contract
Sources: Second Supplemental Indenture (Bank of New York Co Inc)
Global Notes. The Notes This Section 2.4(b) shall initially be issued in global form. The Bank of New York Mellon, London Branch, apply to Global Notes.
(i) Each Global Note authenticated under this Indenture shall be registered in the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 name of the Base Indenture Depositary designated for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall not apply to the Notesconstitute a single Note for all purposes of this Indenture. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than represented by reason of holidays, statutory one or otherwise) or has announced an intention permanently to cease business or does in fact do so, more Global Notes.
(ii) the CompanyNotwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in its sole discretion and subject the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary (1) has notified the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (2) has ceased to be a clearing agency registered under the procedures of Exchange Act, and, in either case, a successor Depositary is not appointed within 90 days thereof, (B) the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and Issuer executes and delivers to the Trustee a Company an Issuer Order to the effect providing that such global Securities Global Note shall be so transferable, registrable and exchangeable, and such transfers shall be registrable or (iiiC) there shall have occurred and be continuing an Event of Default with respect to the Securities of Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depositary for such series and Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the Registrar has received a request from Euroclear or Clearstream. In such event, restriction set forth in the Company second preceding sentence shall executehave ceased to apply may be transferred only to, and may be registered and exchanged for Notes registered only in the Trusteename or names of, upon receipt such Person or Persons as the Depositary for such Global Note shall have directed, and no transfer thereof other than such a transfer may be registered.
(iii) Subject to clause (ii) above, any exchange of a Company Order Global Note for the authentication other Notes may be made in whole or in part, and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form all Notes issued in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD a Global Note or any participant portion thereof shall be registered in such name or indirect participant names as the Depositary for such Global Note shall direct.
(iv) Every Note authenticated and delivered upon registration of transfer of, or in an ICSD exchange for or in identifying lieu of, a Global Note or any portion thereof, whether pursuant to this Section, Section 2.3 or 3.5 hereof or otherwise, shall be authenticated and delivered in the beneficial owners of the related Notes and each of those Persons may conclusively rely onform of, and will be protected shall be, a Global Note, unless such Note is registered in relying on, instructions from the ICSD name of a Person other than the Depositary for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedsuch Global Note or a nominee thereof.
Appears in 1 contract
Sources: Indenture (Bradlees Stores Inc)
Global Notes. The (a) Except under the limited circumstances described below, Senior Notes shall initially represented by Global Notes will not be issued exchangeable for, and will not otherwise be issuable as, Senior Notes in global definitive form. The Bank Global Notes described above may not be transferred except by the Depository to a nominee of New York Mellonthe Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or to a successor Depository or its nominee.
(b) Except as otherwise provided in this First Supplemental Indenture, London Branchowners of beneficial interests in such Global Notes will not be considered the holders thereof for any purpose under the Indenture, and no Global Note representing a Senior Note shall be exchangeable, except for another Global Note of like denomination and to be registered in the initial Depositary for name of the NotesDepository or its nominee or to a successor Depository or its nominee. The fourth to last paragraph rights of Section 3.3 holders of the Base Indenture shall not apply to the Notes. The such Global Notes shall be transferred exercised only through the Depository.
(c) A Global Note shall be exchangeable in accordance with whole or, from time to time, in part for Senior Notes in definitive registered form only as provided in the Indenture. If (i) at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Senior Notes or if at any time the Depository shall no longer be registered or in good standing as a “clearing agency” registered pursuant to the provisions of Section 3.5 17A of the Base Indenture. With respect Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at such time as the Depository is required to be so registered and the NotesDepository so notifies the Company and, in each case, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) Company does not appoint a successor Depository within 90 days after the Company has been notified that Euroclear receives such notice or Clearstream (or any additional or alternative clearing system on behalf becomes aware of which such condition, as the global Security case may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do sobe, (ii) any Event of Default or Default has occurred and is continuing with respect to the CompanySenior Notes or (iii) subject to the applicable procedures of the Depository, the Company in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form the Senior Notes shall be exchangeable for certificated Securities Senior Notes in definitive registered form and executes and and, in each case, delivers to the Trustee Note Registrar a written order of the Company Order to providing that the effect that such global Securities Senior Notes shall be so exchangeable, the Senior Notes shall be exchangeable for Senior Notes in definitive registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be in minimum denominations of $25, or any integral multiples of $25 in excess thereof (iii) there shall have occurred or in units, each unit representing $25), and be continuing an Event of Default with respect like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. Except as provided herein, owners of beneficial interests in the Securities Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of such series Senior Notes in definitive registered form and will not be considered the Registrar has received a request from Euroclear or Clearstreamholders thereof for any purpose under the Indenture. In such eventNone of the Company, the Company shall execute, and the Trustee, upon receipt any paying agent, the Note Registrar or any of a Company Order their agents shall have any responsibility or liability for any aspect of the authentication and delivery records relating to or payments made on account of certificated Securities of beneficial ownership interests in the Senior Notes, or for maintaining, supervising or reviewing any records relating to such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person beneficial ownership interests. Any Global Note that is identified by or on behalf of the ICSDs exchangeable pursuant to this Section 1.05(c) shall be exchangeable for Senior Notes registered in such names as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global formDepository shall direct.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 1 contract
Sources: Indenture (Conifer Holdings, Inc.)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (Any Note issued in exchange for a Global Note or any additional portion thereof shall be a Global Note, provided, however, that any such Note so issued that is registered in the name of a Person other than the Depositary or alternative clearing system on behalf a nominee thereof shall not be a Global Note. Notwithstanding any other provision of which the global Security may this Indenture, a Global Note shall not be held) has been closed for business exchanged in whole or in part for a continuous period Note registered in the name of 14 days (any Person other than by reason of holidaysthe Depositary or one or more nominees thereof, statutory unless
(1) the Depositary (A) notifies the Issuers that it is unwilling or otherwiseunable to continue as Depositary for such Global Note or (B) ceases to be a clearing agency registered under the Exchange Act, and in either case the Issuers fail to appoint a successor depositary (as described below) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii2) there shall have occurred and be continuing an Event of Default Default. Any Global Note exchanged pursuant to clause (1) above shall be so exchanged from time to time in whole and not in part and any Global Note exchanged pursuant to clause (2) above may be exchanged from time to time in whole or in part as directed by the Depositary.
(ii) The Issuers hereby designate DTC as the Depositary with respect to the Securities Global Notes. If at any time DTC notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time DTC has ceased to be a clearing agency registered under the Exchange Act if so required by applicable law or regulation, the Issuers shall be entitled to appoint a successor depositary with respect to each Global Note and provide notice to the Note Trustee of such series appointment. If (x) a successor depositary for such Global Note is not appointed by the Issuers within 90 days after the Issuers receive such notice or become aware of such unwillingness, inability or ineligibility, (y) an Event of Default has occurred and is continuing and the Registrar has received beneficial owners representing a request from Euroclear majority in principal amount of the Notes represented by such Global Note advise DTC, with a copy to the Note Trustee and the Issuers, to cease acting as depositary for such Global Note or Clearstream. In (z) the Issuers, in their sole discretion, determine at any time that all (but not less than all) Outstanding Notes issued or issuable in the form of a Global Note shall no longer be represented by such eventGlobal Note and advise the Note Trustee and DTC of such determination, then the Company Issuers shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, Note Trustee shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms Notes in certificated form, in authorized denominations and definitive form in an aggregate principal amount equal to the principal amount of such Global Notes. On or after the Security or Securities earliest date on which such interests may be so exchanged as described above, each Global Note shall be surrendered for exchange by DTC to the Note Trustee; provided, however, that such exchange is subject to the terms of such series of like tenor and terms in global form Section 2.1.10(b) herein,
(b) Notes issued in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD a Global Note or any participant portion thereof shall be issued in definitive, fully registered form, shall have an aggregate principal amount equal to that of such Global Note or indirect participant portion thereof to be so exchanged, shall be registered in an ICSD such names and be in identifying such authorized denominations as the beneficial owners of Depositary shall designate and shall bear the related Notes and each of those Persons may conclusively rely onapplicable legends provided for herein. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Note Trustee at the Corporate Trust Office to be so exchanged. With regard to any Global Note to be exchanged in part, and will either such Global Note shall be protected in relying onso surrendered or exchanged or, instructions from if the ICSD Note Trustee is acting as Custodian for all purposes, including the Depositary or its nominee with respect to such Global Note, the registration and deliveryprincipal amount thereof shall be reduced, and by an amount equal to the respective principal amountsportion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the certificated Notes Note Trustee. Upon any such surrender or adjustment, the Note Trustee shall authenticate and deliver the Note issuable on such exchange to be issuedor upon the order of the Depositary or an authorized representative thereof. Any Note delivered in exchange for the Global Note or any portion thereof shall, except as otherwise provided by Section 2.1.10, bear the legend regarding transfer restrictions required by Section 2.1.7.
(c) Subject to the provisions in the legends required by Section 2.1.7, a registered Holder may grant proxies and otherwise authorize any Person, including any Agent Member and any Person who may hold an interest in an Agent Member, to take any action that such Holder is entitled to take under this Indenture.
Appears in 1 contract
Global Notes. (a) The Notes are being offered and sold to Qualified Institutional Buyers in reliance on Rule 144A and shall initially be issued initially in global the form of one or more permanent Global Notes in definitive, fully registered, book-entry form, without interest coupons (collectively, the "Global Notes"). The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Global Notes shall be transferred only substantially in the form attached as Exhibit A hereto.
(b) Each of the Global Notes shall represent such of the Notes as shall be specified therein and shall each provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions or conversions. Any endorsement of a Global Note to reflect the aggregate principal amount, or any increase or decrease in the aggregate principal amount, of Notes represented thereby shall be reflected by the Trustee on Schedule A attached to the Note and made by the Trustee in accordance with written instructions or such other written form of instructions as is customary for the provisions Depositary, from the Depositary or its nominee on behalf of Section 3.5 of any Person having a beneficial interest in the Base Indenture. With Global Note.
(c) The Depository Trust Company shall initially serve as Depositary with respect to the Global Notes, . Such Global Notes shall bear the first sentence legends set forth in the form of Note attached as Exhibit A hereto.
(d) Each Global Note authenticated under this Indenture shall be registered in the name of the seventh paragraph Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of Section 3.5 this Indenture.
(e) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable name of any Person other than the Depositary for certificated Securities of such Global Note or a nominee thereof unless:
(A) such Depositary has notified the same series in definitive form only if Company that
(i) the Company has been notified that Euroclear such Depositary is unwilling, unable or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed no longer qualified to continue as Depositary for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, such Global Note or
(ii) such Depositary has ceased to be a clearing agency registered under the Company, in its sole discretion and subject Exchange Act at a time when it is required to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeableregistered, or and the Company does not appoint a successor Depositary within 90 days of that notice; or
(iiiB) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall executeGlobal Note, and the TrusteeDepositary requests the issuance of certificated Notes.
(f) Subject to Section 2.10(e) above, upon receipt any exchange of a Company Order Global Note for the authentication other Notes may be made in whole or in part, and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form all Notes issued in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD a Global Note or any participant portion thereof shall be registered in such names as the Depositary for such Global Note shall direct.
(g) Every Note authenticated and delivered upon registration of transfer of, or indirect participant in an ICSD exchange for or in identifying lieu of, a Global Note or any portion thereof, whether pursuant to this Section, Section 2.13, 2.14, 3.02 or 13.06 or otherwise, shall be authenticated and delivered in the beneficial owners of the related Notes and each of those Persons may conclusively rely onform of, and will be protected shall be, a Global Note, unless such Note is registered in relying on, instructions from the ICSD name of a Person other than the Depositary for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedsuch Global Note or a nominee thereof.
Appears in 1 contract
Global Notes. The Notes shall initially be issued offered and sold in global form. The Bank of New York Mellon, London Branchconnection with the Offering by the Initial Purchasers to QIBs in reliance on Rule 144A otherwise than in reliance on Regulation S, shall be issued initially in the initial Depositary for the form of 144A Global Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes , which shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or deposited on behalf of the ICSDs purchasers of the Notes represented thereby with the Trustee, as custodian of the beneficial holder thereofDepository, Securities and registered in the name of such series the Depository or a nominee of like tenor the Depository, duly executed by the Company and terms in certificated form, in authorized denominations and in an authenticated by the Trustee as hereinafter provided. The aggregate principal amount equal to the principal amount of the Security 144A Global Notes may from time to time be increased or Securities decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Notes offered and sold in connection with the Offering by the Initial Purchaser in reliance on Regulation S, if any, shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Until termination of the "40-DAY RESTRICTED PERIOD" (as defined in Regulation S) ownership of beneficial interests in the Regulation S Temporary Global Note will be limited to Persons that have accounts with Euroclear or Cedel or Persons who hold interests through Euroclear or Cedel, and any resale or transfer of such series interests to U.S. Persons (within the meaning of like tenor and terms in global form in exchange for Regulation S) shall not be permitted during the 40-day restricted period unless such Security resale or Securities in global form.” Neither transfer is made pursuant to Rule 144A or Regulation S. The 40-day restricted period shall be terminated upon the Company nor receipt by the Trustee will be liable for of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officer's Certificate from the Company. Within a reasonable period of time following the expiration of the related 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note upon delivery to DTC of certification of compliance with the transfer restrictions applicable to the Notes and each pursuant to Regulation S under the Securities Act as here- inafter provided. Following the termination of those Persons the 40-day restricted period, beneficial interests in the Regulation S Permanent Global Note may conclusively rely on, and will also be protected in relying on, instructions from held through organizations other than Cedel or Euroclear that are Participants. The aggregate principal amount of the ICSD for all purposes, including with respect to the registration and delivery, Regulation S Temporary Global Note and the respective principal amounts, Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the certificated Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest 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 issuedreduced 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 2.06 hereof.
Appears in 1 contract
Sources: Indenture (WHX Corp)
Global Notes. The Series A Notes offered and sold to QIBs in reliance on Rule 144A shall initially be issued initially in global form. The Bank the form of New York Mellonone or more 144A Global Notes, London Branch, which shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or deposited on behalf of the ICSDs purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. If beneficial interests in any such 144A Global Note are transferred to an Institutional Accredited Investor, then, for so long as the Applicable Procedures shall so require, such beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in interests shall be represented by an aggregate IAI Global Note having an initial principal amount equal to the principal aggregate amount of the Security or Securities such beneficial interests, and such IAI Global Note shall be deposited on behalf of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Any Series A Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or IAI Global Note, all as contemplated by Section 2.06(a)(ii) or (iii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. 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 those Persons outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may conclusively rely onfrom time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions, repurchases and will 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 protected made by the Trustee, as Registrar and Note Custodian, in relying on, accordance with instructions from given by the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedHolder thereof as required by Section 2.06 hereof.
Appears in 1 contract
Sources: Indenture (Ascent Energy Inc)
Global Notes. The Series A Notes shall initially are being offered and sold by the Company pursuant to the Purchase Agreement. The Series A Notes offered and sold in reliance on Rule 144A under the Securities Act ("Rule 144A") to QIBs, or offered and sold to IAIs, both as provided in the Purchase Agreement, will be issued in denominations of $1,000 and integral multiples thereof on the Issue Date initially in the form of one or more permanent global form. The Bank of New York MellonNotes in definitive, London Branchfully registered form without interest coupons with the Global Notes Legend and the Restricted Securities Legend set forth in Exhibit A hereto (each, respectively, a "U.S. Global Note" or an "IAI Global Note") which shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system deposited on behalf of which the purchasers of the Series A Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, initially The Depository Trust Company ("DTC"), duly executed by the Company and authenticated by the Trustee as hereinafter provided, and registered in the name of DTC or its nominee, in each case for credit to the accounts of DTC's Direct Participants and Indirect Participants. The aggregate principal amount of the U.S. Global Note or the IAI Global Note, as the case may be, may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in connection with the transfer or exchange of interests, as hereinafter provided. The Series A Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S"), as provided in the Purchase Agreement, will be issued in denominations of $1,000 and integral multiples thereof on the Issue Date initially in the form of a single, temporary, global Security Note in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Securities Legend set forth in Exhibit A hereto (the "Regulation S Temporary Global Note"). The Regulation S Temporary Global Note will be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, initially DTC, and registered in the name of a nominee of DTC for credit to the accounts of Indirect Participants at the Euroclear System ("Euroclear") and Cedel Bank, societe anonyme ("CEDEL"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with the transfer of interests as hereinafter provided. The Applicable Procedures shall apply to interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note (as defined herein) that are held by the Holders through Euroclear or Cedel. Upon consummation of the Exchange Offer, the Series B Notes may be held) has been closed for business for issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend but not the Restricted Securities Legend set forth in Exhibit A hereto, registered in the name of the Depositary or a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures nominee of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities duly executed by the Company and executes and delivers to authenticated by the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstreamas hereinafter provided. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an The aggregate principal amount equal of such Global Notes may from time to time be increased or decreased by adjustments made on the principal amount records of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amountsDepositary or its nominee, in connection with the transfer or exchange of the certificated Notes to be issuedinterests, as hereinafter provided.
Appears in 1 contract
Sources: Indenture (PPC Publishing Corp)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) Promptly following the Company has been notified date (the “Free Trade Date”) that Euroclear or Clearstream (or is one year after the Issue Date of any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventOption Notes, the Company shall executeeffect an exchange of every beneficial interest in each Global Note bearing the Restricted Notes Legend for beneficial interests in Global Notes that do not bear any Restricted Notes Legend. To effect such mandatory exchange, the Company will (A) deliver to the Depositary (with a copy to the Trustee) an instruction letter for the Depositary’s mandatory exchange process at least 15 days prior to the Free Trade Date, and (B) deliver to each of the Trustee and the Registrar an executed Free Transferability Certificate on or promptly after the Free Trade Date. The date on which the Trustee shall have received such Free Transferability Certificate will be known as the “Resale Restriction Termination Date.”
(ii) Immediately upon receipt of the Free Transferability Certificate by each of the Trustee and the Registrar, (A) the Restricted Notes Legend will be deemed automatically removed from each Global Note identified in the Free Transferability Certificate without further action on the part of the Company, the Holders, the Trustee, upon receipt of a Company Order for the authentication Registrar or any other party; and (B) the restrictive CUSIP number identifying such Global Note shall be deemed automatically removed and replaced with an unrestricted CUSIP number.
(iii) Prior to the Company’s delivery of certificated Securities of such series of like tenor the Free Transferability Certificate and termsafterwards, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor and the Trustee will comply with the Applicable Procedures and the Company shall use reasonable efforts to cause each Global Note that is not required to bear the Restricted Notes Legend to be liable for any delay identified by an ICSD or any participant or indirect participant unrestricted CUSIP number in an ICSD in identifying the beneficial owners facilities of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from Depositary by the ICSD for all purposes, including with respect date the Free Transferability Certificate is delivered to the registration and delivery, Trustee and the respective principal amounts, of the certificated Notes to be issuedRegistrar or as promptly as possible thereafter.
Appears in 1 contract
Sources: Indenture (Gevo, Inc.)
Global Notes. The This Section 4(c) shall apply only to Global Notes shall initially be issued deposited with a Depositary unless otherwise provided in global formthe Authorization. The Bank Notwithstanding any other provision of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to this Agreement or the Notes, no Global Note may be transferred to, or registered or exchanged for Notes registered in the first sentence name of, any person other than the Depositary with respect to such Global Note or any nominee thereof, and no such transfer may be registered, unless (x) the Depositary with respect to such Global Note (A) notifies the Bank that it is unwilling or unable to continue as Depositary for such Global Note or (B) ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Bank delivers to the Fiscal Agent a written notice executed by a duly authorized officer of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines Bank that such Securities in global form Global Note shall be exchangeable for certificated Securities definitive Notes or (z) the Bank shall fail to make any payment of principal of, or any interest or additional amount on, the Notes when due. If the beneficial owners of interests in a Global Note are entitled to exchange interests for definitive Notes in registered form, as provided in the preceding paragraph, then without unnecessary delay, but in any event not later than the earliest date on which such interests may be so exchanged, the Bank shall execute and executes and delivers deliver to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and Fiscal Agent definitive registered Notes in an aggregate principal amount equal to the principal amount of such Global Note. On or after the Security earliest date on which such interests may be so exchanged, such Global Note shall be surrendered by the Depositary to the Fiscal Agent, as the Bank's agent for such purpose, to be exchanged, in whole or Securities of such series of like tenor from time to time in part, for definitive registered Notes without charge and terms in global form the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such Security Global Note, an equal aggregate principal amount of definitive registered Notes of authorized denominations as the portion of such Global Note to be exchanged. Any Global Note that is exchangeable pursuant to this Section 4(c) shall be exchangeable for Notes issuable in the denominations specified in Section 1 hereof and registered in such names as the Depositary that is the holder of such Global Note shall direct. If a Note is issued in exchange for any portion of a Global Note after the close of business at the office or Securities agency where such exchange occurs on any Regular Record Date (as defined in global form.” Neither the Company nor Notes) and before the Trustee opening of business at such office or agency on the relevant Interest Payment Date (as defined in the Notes), interest will not be payable on such Interest Payment Date in respect of such Note, but will be liable for any delay by an ICSD payable on such Interest Payment Date only to the person to whom interest in respect of such portion of such Global Note is payable. Every Note authenticated and delivered upon registration of transfer of, or any participant in exchange for, or indirect participant in an ICSD lieu of, a Global Note to which the restriction set forth in identifying the beneficial owners of second preceding paragraph shall apply shall, except as provided in the related Notes immediately preceding paragraph, be authenticated and each of those Persons may conclusively rely ondelivered in the form of, and will be protected in relying onshall be, instructions from the ICSD for all purposesa Global Note. The Depositary may grant proxies and otherwise authorize any person, including with respect Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedNotes.
Appears in 1 contract
Sources: Fiscal and Paying Agency Agreement (Bank of Montreal /Can/)
Global Notes. The Rule 144A Notes shall initially be issued initially in the form of one or more permanent global form. The Bank of New York MellonNotes in definitive, London Branchfully registered form (collectively, the “Rule 144A Global Note”), without interest coupons and bearing the Global Notes Legend , the Restricted Notes Legend and the OID Legend (as defined below), if applicable, which shall be registered in the initial name of the Depositary or a nominee of the Depositary for the Notesaccounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Regulation S Notes shall be transferred only issued initially in accordance with the provisions form of Section 3.5 of one or more global Notes (the Base Indenture. With respect to “Regulation S Global Note”), without interest coupons and bearing the NotesGlobal Notes Legend, the first sentence of Restricted Notes Legend and the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will OID Legend, if applicable, which shall be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system deposited on behalf of which the global Security may be held) has been closed for business for purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures nominee of the Depositary, determines that such Securities duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend, the Restricted Notes Legend and the OID Legend, if applicable, (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for certificated Securities and executes and delivers to interests in the Trustee Rule 144A Global Note, the IAI Global Note or any other Note without a Company Order to Restricted Notes Legend until the effect that such global Securities shall be so exchangeableexpiration of the Restricted Period. The Rule 144A Global Note, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series IAI Global Note and the Registrar has received Regulation S Global Note are each referred to herein as a request from Euroclear or Clearstream. In such event, the Company shall execute, “Global Note” and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, are collectively referred to each Person that is identified by or on behalf of the ICSDs herein as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an “Global Notes.” The aggregate principal amount equal to the principal amount of the Security Global Notes may from time to time be increased or Securities decreased by adjustments made on the records of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of Depositary or its nominee and on the certificated Notes to be issuedschedules thereto as hereinafter provided.
Appears in 1 contract
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Rule 144A Notes shall be transferred only issued initially in accordance with the provisions form of Section 3.5 one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of the Base Indenture. With respect to the one or more global Notes, numbered RS-1 upward (collectively, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the CompanyRegulation S Global Note”), in its sole discretion each case without interest coupons and subject to bearing the procedures of the DepositaryGlobal Notes Legend and Restricted Notes Legend, determines that such Securities in global form which shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or deposited on behalf of the ICSDs purchasers of the Notes represented thereby with the Common Depositary, and registered in the name of the Common Depositary or a nominee of the Common Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Common Depositary or a nominee of the Common Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial holder thereofinterests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, Securities the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of such series the outstanding Notes as shall be specified in the “Schedule of like tenor Exchanges of Interests in the Global Note” attached thereto and terms in certificated form, in authorized denominations and in an each shall provide that it shall represent the aggregate principal amount equal of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the Security amount of any increase or Securities decrease in the aggregate principal amount of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor outstanding Notes represented thereby shall be made by the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners Common Depositary, at the direction of the related Notes Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of this Indenture and each Section 2.2(c) of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.this Appendix A.
Appears in 1 contract
Sources: Senior Secured Notes Indenture (DIEBOLD NIXDORF, Inc)
Global Notes. The (a) Notes shall initially be issued in global formform will be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The Bank Notes issued in definitive form will be substantially in the form of New York MellonExhibit A (but without the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each will provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, London Branchas appropriate, to reflect exchanges, redemptions and payments of PIK Interest. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.2 hereof or by the Company as provided for in Section 2.03(e) of this Indenture. Members of, or direct or indirect participants in, the Depository, Euroclear or Clearstream (“Agent Members”) shall be have no rights under this Indenture with respect to any Global Note held on their behalf by the initial Depositary for Depository or under the Global Notes. The fourth to last paragraph of Section 3.3 Depository may be treated by the Company, the Trustee and any agent of the Base Indenture Company or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall not apply prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Notes. The Depository or impair, as between the Depository, Euroclear or Clearstream, as the case may be, and their respective Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(b) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository, Euroclear or Clearstream, as the case may be, and the provisions of Section 3.5 of the Base Indenture2.2. With respect to the NotesIn addition, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will a Global Note shall be exchangeable for certificated Securities of the same series in definitive form only Definitive Notes if (i) the Depository (x) notifies the Company has been notified that Euroclear it is unwilling or Clearstream unable to continue as depository for such Global Note and the Company thereupon fails to appoint a successor depository or (or any additional or alternative clearing system on behalf of which the global Security may be heldy) has been closed for business for ceased to be a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) clearing agency registered under the Company, in its sole discretion Exchange Act and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeablesuccessor depository is not appointed, or (iiiii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or ClearstreamGlobal Note. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested in writing by or on behalf of the Depository, in accordance with its customary procedures.
(c) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to Section 2.1(a), such eventGlobal Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, Trustee shall authenticate and deliver, without chargemake available for delivery, to each Person that is beneficial owner identified by or on behalf of the ICSDs as the Depository in writing in exchange for its beneficial holder thereofinterest in such Global Note, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an equal aggregate principal amount equal to the principal amount of the Security or Securities Definitive Notes of such series authorized denominations.
(d) The Holder of like tenor any Global Note may grant proxies and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for otherwise authorize any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposesPerson, including with respect Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedNotes.
Appears in 1 contract
Global Notes. The (i) Initial Notes, including any Additional Unregistered Notes, offered and sold to QIBs in the United States of America in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes, substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the Private Placement Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto, each, a "Rule 144A Global Note"). Initial Notes, including any Additional Unregistered Notes, offered and sold outside the United States of America in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes, substantially in the form set forth in Exhibit A (including the Global Note Legend and the Private Placement Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto, each, a "Regulation S Global Note").
(ii) Upon consummation of the Registered Exchange Offer, the Exchange Notes shall initially may be issued in global formthe form of one or more Global Notes with the Global Note Legend but not the Private Placement Legend. The Bank of New York Mellon, London Branch, shall be Following the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 consummation of the Base Indenture shall not apply to Registered Exchange Offer, any Additional Registered Notes may be issued in the Notes. The form of one or more Global Notes shall be transferred only in accordance with the provisions Global Note Legend but not the Private Placement Legend. All or part of Section 3.5 any Rule 144A Global Note or Regulation S Global Note exchanged in the Registered Exchange Offer will be exchanged for one or more Global Notes with the Global Note Legend but not the Private Placement Legend. Each Global Note shall represent such of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or Securities increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.04.
(iii) Each Global Note (a) shall be registered, in the name of the Depositary designated for such Global Note pursuant to Section 2.04, or in the name of a nominee of such series Depositary, (b) shall be deposited with the Trustee, as Custodian for the Depositary, and (c) shall bear a legend substantially as follows ("Global Note Legend"): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
(iv) Each Depositary designated pursuant to Section 2.04 for a Global Note must, at the time of like tenor its designation and terms at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation, provided that the Depositary is required to be so registered in global form in exchange for such Security order to act as depositary.
(v) Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or Securities in global form.” Neither decreased by adjustments made on the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners records of the related Notes and each of those Persons may conclusively rely onRegistrar, and will be protected as provided in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedthis Indenture.
Appears in 1 contract
Sources: Indenture (Bottling Group LLC)
Global Notes. The (a) Any Notes shall initially that are no longer part of Income PRIDES will be issued initially in global formthe form of one or more Global Securities (the "Global Notes") registered in the name of the Depositary or its nominee. The Bank of New York Mellon, London Branch, shall be the initial Depositary Unless and until it is exchanged for the Notes. The fourth Notes in registered form, such Global Notes may be transferred, in whole but not in part, only to last paragraph of Section 3.3 the Clearing Agency or a nominee of the Base Indenture shall not apply Clearing Agency, or to a successor Clearing Agency selected or approved by the Notes. The Notes shall be transferred only in accordance with the provisions Company or to a nominee of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if such successor Clearing Agency.
(b) If at any (i) time the Clearing Agency notifies the Company has that it is unwilling or unable to continue as a Clearing Agency for the Global Notes and no successor Clearing Agency shall have been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 appointed within 90 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do soafter such notification, (ii) the Clearing Agency at any time ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Company becoming aware of the Clearing Agency's ceasing to be so registered, (iii) the Company, in its sole discretion and subject to the procedures of the Depositarydiscretion, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities Global Notes shall be so exchangeable, exchangeable or (iiiiv) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventDefault, the Company shall will execute, and subject to Article II of the Base Indenture, the Trustee, upon receipt of a Company Order for written notice from the authentication and delivery of certificated Securities of such series of like tenor and termsCompany, shall will authenticate and deliver, deliver the Notes in definitive registered form without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated formcoupons, in authorized denominations denominations, and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form Global Note in exchange for such Security or Securities Global Note. Upon exchange of the Global Note for such Notes in global form.” Neither definitive registered form without coupons, in authorized denominations, the Company nor Global Note shall be cancelled by the Trustee will Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be liable for any delay by an ICSD or any participant registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participant in an ICSD in identifying participants or otherwise, shall instruct the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect Trustee. The Trustee shall deliver such Securities to the registration and delivery, and Clearing Agency for delivery to the respective principal amounts, of the certificated Notes to be issuedPersons in whose names such Securities are so registered.
Appears in 1 contract
Sources: First Supplemental Indenture (Gabelli Asset Management Inc)
Global Notes. The Notes shall initially will be issued initially in the form of one or more global formsecurities (the “Global Notes”), without interest coupons, registered in the name of The Depository Trust Company or such other Clearing Agency as the Corporation may from time to time designate or its nominee. The Bank Unless and until they are exchanged for Notes in definitive registered form as described below, such Global Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of New York Mellonthe Clearing Agency, London Branch, shall be or to a successor Clearing Agency selected or approved by the initial Depositary Corporation or to a nominee of such successor Clearing Agency. If at any time (i) the Clearing Agency notifies the Corporation that it is unwilling or unable to continue as a Clearing Agency for the Notes. The fourth Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such notification, (ii) the Clearing Agency at any time ceases to last paragraph of Section 3.3 be a clearing agency registered under the Exchange Act at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Corporation’s becoming aware of the Base Indenture shall not apply Clearing Agency’s ceasing to the Notes. The Notes shall be transferred only in accordance so registered, (iii) an Event of Default has occurred and is continuing with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if or (iiv) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the CompanyCorporation, in its sole discretion and subject to the procedures of the Depositarydiscretion, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities Global Notes shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall Corporation will execute, and and, subject to Article II of the Original Indenture, the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and termswritten order therefor, shall will authenticate and deliver, deliver the Notes in definitive registered form without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated formcoupons, in authorized denominations denominations, and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form Global Notes in exchange for such Security or Securities Global Notes. Upon exchange of the Global Notes for such Notes in global form.” Neither definitive registered form without coupons, in authorized denominations, the Company nor Global Notes shall be cancelled by the Trustee will Trustee. Such Notes in definitive registered form issued in exchange for the Global Notes shall be liable for any delay by an ICSD or any participant registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participant in an ICSD in identifying participants or otherwise, shall instruct the beneficial owners of the related Trustee. The Trustee shall deliver such Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and Clearing Agency for delivery to the respective principal amounts, of the certificated Persons in whose names such Notes to be issuedare so registered.
Appears in 1 contract
Sources: Ninth Supplemental Indenture (Qwest Communications International Inc)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Rule 144A Notes shall be transferred only issued initially in accordance with the provisions form of Section 3.5 one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of the Base Indenture. With respect to the one or more global Notes, numbered RS-1 upward (collectively, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the CompanyRegulation S Global Note”), in its sole discretion each case without interest coupons and subject to bearing the procedures of the DepositaryGlobal Notes Legend and Restricted Notes Legend, determines that such Securities in global form which shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or deposited on behalf of the ICSDs purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Custodian or a nominee of the Custodian, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) may also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Custodian or a nominee of the Custodian, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial holder thereofinterests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, Securities the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of such series the outstanding Notes as shall be specified in the “Schedule of like tenor Exchanges of Interests in the Global Note” attached thereto and terms in certificated form, in authorized denominations and in an each shall provide that it shall represent the aggregate principal amount equal of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the Security amount of any increase or Securities decrease in the aggregate principal amount of such series outstanding Notes represented thereby shall be made by the Paying Agent or the Registrar in accordance with instructions given by the holder thereof as required by Section 2.06 of like tenor this Indenture and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners Section 2.2(c) of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.this Appendix A.
Appears in 1 contract
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Rule 144A Notes shall be transferred only issued initially in accordance with the provisions form of Section 3.5 one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of the Base Indenture. With respect to the one or more global Notes, numbered S- 1 upward (collectively, the first sentence of “Regulation S Global Note”), in each case without interest coupons and bearing the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended Global Notes Legend and restated to read as follows: “A Security in global form will Restricted Notes Legend, which shall be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system deposited on behalf of which the global Security may be held) has been closed for business for purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures nominee of the Depositary, determines that such Securities duly executed by the Company and authenticated by the Trustee as provided in global the Indenture. Notes offered and sold to IAIs shall be issued initially in the form of one or more IAI Global Notes, substantially in the form set forth in Exhibit A, deposited with the Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Global Notes Legend and Restricted Notes Legend. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for certificated Securities interests in the Rule 144A Global Note, the IAI Global Note or any Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and executes any Unrestricted Global Note are each referred to herein as a “Global Note” and delivers are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee a Company Order to or the effect that such global Securities shall be so exchangeableCustodian, or (iii) there shall have occurred and be continuing an Event at the direction of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for in accordance with instructions given by the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified Holder thereof as required by or on behalf Section 2.06 of the ICSDs as the beneficial holder thereof, Securities Indenture and Section 2.3(c) of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.this Appendix A.
Appears in 1 contract
Sources: Indenture
Global Notes. The (a) If any Global Note is to be exchanged for other Notes shall initially be issued or cancelled in global form. The Bank of New York Mellonwhole, London Branch, it shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified surrendered by or on behalf of the ICSDs Depository or its nominee to the Security Registrar for exchange or cancellation as provided in Section 305 of the Indenture. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or in part for a beneficial holder thereofinterest in any Global Note, Securities then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in Section 305 of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate the Indenture or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Security Registrar, in accordance with the Applicable Procedures, shall instruct the Depository or Securities its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of such series of like tenor a Global Note, the Trustee shall, subject to Section 3.02(b) and terms as otherwise provided in global form the Indenture (as amended and supplemented by this Third Supplemental Indenture), authenticate and deliver any Notes issuable in exchange for such Security Global Note (or Securities any portion thereof) to or upon the written order of, and registered in global form.” Neither such names as may be directed by, the Depository or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the eighth paragraph of Section 305 of the Indenture, the Company nor shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depository or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures.
(b) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof.
(c) The Depository or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under this Third Supplemental Indenture, the Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Note will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely shown only on, and will the transfer of such interest shall be protected in relying oneffected only through, instructions from records maintained by the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedDepository or its nominee or its Agent Members.
Appears in 1 contract
Sources: Third Supplemental Indenture (Lincoln National Corp)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, (a) Each Global Note authenticated ------------- under this Indenture shall be registered in the initial name of the Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture.
(b) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if such Global Note or a nominee thereof unless (i) such Depositary (A) has notified the Company has been notified that Euroclear it is unwilling or Clearstream unable to continue as Depositary for such Global Note or (or any additional or alternative clearing system on behalf of which the global Security may be heldB) has been closed for business for ceased to be a continuous period of 14 days (other than by reason of holidaysclearing agency registered as such under the Exchange Act, statutory or otherwise) or has announced an intention permanently and in either case the Company fails to cease business or does in fact do soappoint a successor Depositary, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and Company executes and delivers to the Trustee a Company Order stating that it elects to cause the effect issuance of the Note in certificated form and that such global Securities all Global Notes shall be so exchangeable, exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee) or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear Global Notes.
(c) If any Global Note is to be exchanged for other Notes or Clearstream. In such eventcanceled in whole, the Company it shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified be surrendered by or on behalf of the ICSDs Depositary or its nominee to the Trustee, as Note Registrar, for exchange or cancelation as provided in this Article III. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancelation as provided in this Article III or (ii) the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Notes to be so exchanged for a beneficial interest therein, as the Security case may be, by means of an appropriate adjustment made on the records of the Trustee, as Note Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or Securities its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of such series of like tenor a Global Note, the Trustee shall, subject to Section 3.06(c) and terms as otherwise provided in global form this Article III, authenticate and deliver any Notes issuable in exchange for such Security Global Notes (or Securities any portion thereof) to or upon the order of, and registered in global form.” Neither such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company nor shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures.
(d) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article III or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under the Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Note will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely shown only on, and will the transfer of such interest shall be protected in relying oneffected only through, instructions from records maintained by the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedDepositary or its nominee or its Agent Members.
Appears in 1 contract
Sources: Indenture (Afc Enterprises Inc)
Global Notes. The Any Notes shall initially that are no longer part of New PEPS Units will be issued initially in global form. The Bank the form of New York Mellon, London Branch, shall be one or more Global Notes (the initial Depositary for "GLOBAL NOTES") registered in the Notes. The fourth to last paragraph of Section 3.3 name of the Base Indenture shall Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, such Global Notes may be transferred, in whole but not apply in part, only to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 Clearing Agency or a nominee of the Base IndentureClearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if If at any time (i) the Company Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Notes and no successor Depositary has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 appointed within 90 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do soafter this notice, (ii) the Company, in its sole discretion and subject Depositary at any time ceases to be a Clearing Agency registered under the procedures of Exchange Act when the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers Depositary is required to the Trustee a Company Order to the effect that such global Securities shall be so exchangeableregistered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (iii) there shall the Corporation, in its sole discretion, determines that it will no longer have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventNotes represented by Global Notes, the Company shall Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and termstherefor, shall will authenticate and deliver, deliver the Notes in definitive registered form without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated formcoupons, in authorized denominations denominations, and in an aggregate principal amount equal to the principal amount of the Security Global Note or Securities of such series of like tenor and terms in global form Notes in exchange for such Security Global Senior or Notes. Upon exchange of the Global Note or Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note or Notes shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in global form.” Neither whose names such Securities are so registered. None of the Company nor Corporation, the Guarantor, the Trustee or any agent of the Corporation, the Guarantor or the Trustee will be liable have any responsibility or liability for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners aspect of the related Notes and each records relating to or payments made on account of those Persons may conclusively rely onbeneficial ownership interests of a Global Note or maintaining, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect supervising or reviewing any records relating to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedsuch beneficial ownership interest.
Appears in 1 contract
Global Notes. Rule 144A Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Global Notes”). The Global Notes shall initially be issued in global formbear the Global Notes Legend. The Bank Global Notes initially shall (i) be registered in the name of New York Mellonthe Depository or the nominee of such Depository, London Branchin each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Restricted Notes Legend. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall be have no rights under the initial Depositary for Indenture with respect to any Global Notes held on their behalf by the Depository or under the Global Notes. The fourth to last paragraph of Section 3.3 Depository may be treated by the Company, the Trustee and any agent of the Base Indenture Company or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall not apply prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Notes. The Depository or impair, as between the Depository and their respective Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(i) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 3.5 of the Base Indenture2.2. With respect to the NotesIn addition, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will a Global Note shall be exchangeable for certificated Securities of the same series in definitive form only Definitive Notes if (i) the Depository (x) notifies the Company has been notified that Euroclear it is unwilling or Clearstream unable to continue as depository for such Global Note or (or any additional or alternative clearing system on behalf of which the global Security may be heldy) has been closed for business for ceased to be a continuous period of 14 days (other than by reason of holidaysclearing agency registered under the Exchange Act, statutory or otherwise) or has announced an intention permanently to cease business or does and in fact do soeach case, a successor depositary is not appointed, (ii) the Company, in at its sole discretion and subject to the procedures of the Depositaryoption, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to notifies the Trustee a Company Order in writing that it elects to cause the effect that such global Securities shall be so exchangeableissuance of Definitive Notes, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or ClearstreamGlobal Note. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested in writing by or on behalf of the Depository, in accordance with its customary procedures.
(ii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (ii) of this Section 2.1(b), such eventGlobal Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee, upon receipt of a Company an Authentication Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, Trustee shall authenticate and deliver, without chargemake available for delivery, to each Person that is beneficial owner identified by or on behalf of the ICSDs as the Depository in writing in exchange for its beneficial holder thereofinterest in such Global Note, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an equal aggregate principal amount equal to the principal amount of the Security or Securities Definitive Notes of such series of like tenor and terms in global form authorized denominations.
(iii) Any Transfer Restricted Definitive Note delivered in exchange for such Security or Securities an interest in global forma Global Note pursuant to Section 2.2 shall bear the Restricted Notes Legend.” Neither the Company nor the Trustee will be liable for
(iv) The Holder of any delay by an ICSD or Global Note may grant proxies and otherwise authorize any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposesPerson, including with respect Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedSecurities.
Appears in 1 contract
Sources: Indenture (Pagaya Technologies Ltd.)
Global Notes. The
(a) With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Issuer shall initially cause to be issued kept by and at the Corporate Trust Office of the Trustee or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in global form. The Bank of New York Mellon, London Branch, which shall be entered the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 name and address of the Base Indenture shall Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not apply to the Global Notes. The Notes shall be transferred only in accordance with , the provisions of Section 3.5 3.1 shall govern with respect to registrations and transfers of such Notes.
(b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 3.6, no Definitive Notes shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in a resolution of the Base Indenture. With respect to the NotesTrustee, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if a Board Resolution or an Officer’s Certificate:
(i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security Definitive Notes may be heldissued to Beneficial Holders at any time after:
(A) DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Notes or (b) has been closed for business for ceased to be a continuous period of 14 days clearing agency registered under the Exchange Act and, in either case, the Issuer fails to appoint a successor depository;
(other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (iiB) the CompanyIssuer, at its option, notifies the Trustee and paying agent in its sole discretion and subject writing that it elects to cause the procedures issuance of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or Definitive Notes; or
(iiiC) there shall have has occurred and be is continuing an a Default or Event of Default with respect to the Securities Notes; and
(ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) by a Depository to a nominee of such series and Depository, or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee.
(c) Upon the Registrar has received termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 3.2(b)(i) or upon the transfer of a request from Euroclear Global Note to a Person other than a Depository or Clearstream. In such eventa nominee thereof in accordance with Section 3.2(b)(i)(A), the Company Trustee shall executenotify all Beneficial Holders, through the Depository, of the availability of Definitive Notes. Upon surrender by the Depository of the Global Notes and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, new registration instructions from the ICSD for all purposesDepository, including the Trustee shall deliver the Definitive Notes to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 3.1 and the remaining provisions of this Article 3.
(d) It is expressly acknowledged that transfer of beneficial ownership in any Note issuable in the form of or represented by a Global Note will be effected only (a) with respect to the registration and deliveryinterests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and the respective principal amounts(b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of the certificated or other interest in Notes to be issued.represented by a Global Note may do so only through a Participant.
Appears in 1 contract
Sources: Trust Indenture
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Rule 144A Notes shall be transferred only issued initially in accordance with the provisions form of Section 3.5 one or more permanent Global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of the Base Indenture. With respect to the one or more Global Notes, numbered RS-1 upward (collectively, the first sentence of “Regulation S Global Note”), in each case without interest coupons and bearing the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended Global Notes Legend and restated to read as follows: “A Security in global form will Restricted Notes Legend, which shall be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system deposited on behalf of which the global Security may be held) has been closed for business for purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depositary or a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures nominee of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities duly executed by the Company and executes and delivers to authenticated by the Trustee a Company Order to as provided in the effect that such global Securities shall be so exchangeableIndenture. One or more Global Notes in definitive, or (iii) there shall have occurred fully registered form without interest coupons and be continuing an Event of Default with respect to bearing the Securities of such series Global Notes Legend and the Registrar has received a request from Euroclear or Clearstream. In such eventRestricted Notes Legend, numbered RIAI-1 upward (collectively, the Company “IAI Global Note”) shall execute, and also be issued at the request of the Trustee, upon receipt of a Company Order for deposited with the authentication Notes Custodian, and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf registered in the name of the ICSDs Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the beneficial holder thereofNotes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, Securities the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of such series the outstanding Notes as shall be specified in the “Schedule of like tenor Exchanges of Interests in the Global Note” attached thereto and terms in certificated form, in authorized denominations and in an each shall provide that it shall represent the aggregate principal amount equal of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the Security amount of any increase or Securities decrease in the aggregate principal amount of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor outstanding Notes represented thereby shall be made by the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners Notes Custodian, at the direction of the related Notes and each Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.2(b) of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.this Appendix A.
Appears in 1 contract
Global Notes. The Initial Notes shall initially be issued are being offered and sold by the Company pursuant to the Purchase Agreement. Initial Notes offered and sold in global form. The Bank of New York Mellonreliance on Regulation S under the Securities Act ("Regulation S"), London Branchas provided in the Purchase Agreement, shall be issued initially in the initial Depositary for form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Note Legend and Regulation S Restricted Notes Legend set forth in Exhibit A hereto (the "REGULATION S GLOBAL Notes"). Initial Notes offered and sold to Qualified Institutional Buyers ("QIBS") in reliance on Rule 144A under the Securities Act ("RULE 144A"), as provided in the Purchase Agreement, shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Rule 144A Restricted Notes Legend set forth in Exhibit A hereto (the "RULE 144A GLOBAL NOTES"). The fourth to last paragraph of Section 3.3 of Regulation S Restricted Notes Legend and the Base Indenture shall not apply to Rule 144A Restricted Notes Legend as set forth in Exhibit A hereto are herein collectively called the Notes"RESTRICTED NOTES LEGEND". The Notes Each Global Note shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system deposited on behalf of which the global Security may be held) has been closed Initial Purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for business for a continuous period the Depositary, and registered in the name of 14 days (other than by reason of holidays, statutory the Depositary or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures nominee of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities either case duly executed by the Company and executes and delivers to authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Upon consummation of the Registered Exchange Offer, the Exchange Notes may be issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend but not the Restricted Notes Legend set forth in Exhibit A hereto, registered in the name of the Depositary or the nominee of the Depositary, and in either case, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of such Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. After a Company Order to transfer of any Initial Notes during the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event period of Default the effectiveness of a Shelf Registration Statement with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Initial Notes and each of those Persons may conclusively rely onpursuant thereto, and all requirements for Restricted Notes Legends on such Initial Note will be protected in relying on, instructions from the ICSD for all purposes, including with respect cease to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedapply.
Appears in 1 contract
Sources: Indenture (NTL Communications Corp)
Global Notes. The (a) If the Corporation shall establish pursuant to Section 2.3 that the Senior Notes shall initially are to be issued in global form. The Bank of New York Mellonas Global Notes, London Branchthen the Corporation shall execute and the Trustee shall, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with Section 2.4, authenticate and deliver, Global Notes that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the outstanding Senior Notes, (ii) shall be registered in the name of the Depository Institution or its nominee, (iii) shall be delivered by the Trustee to the Depository Institution or pursuant to the Depository Institution's instruction and (iv) shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Indenture, this Senior Note may be transferred, in whole but not in part, only to another nominee of the Depository Institution or to a successor Depository Institution or to a nominee of such successor Depository Institution."
(b) Notwithstanding the provisions of Section 3.5 2.7, the Global Notes may be transferred, in whole but not in part and in the manner provided in Section 2.7, only to another nominee of the Base Indenture. With respect Depository Institution for such series or to a successor Depository Institution for such Senior Notes selected or approved by the Corporation or to a nominee of such successor Depository Institution.
(c) If at any time the Depository Institution for the Global Notes notifies the Corporation that it is unwilling or unable to continue as Depository Institution for such Global Notes or if at any time the Depository Institution for such Global Notes shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depository Institution for such Global Notes is not appointed by the Corporation within 90 days after the Corporation receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer be applicable to the NotesSenior Notes and the Corporation will execute, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the DepositarySection 2.7, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall will authenticate and deliver, the Senior Notes in definitive registered form without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated formcoupons, in authorized denominations denominations, and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form Global Notes in exchange for such Security or Securities Global Notes. In addition, the Corporation may at any time determine that the Senior Notes shall no longer be represented by the Global Notes and that the provisions of this Section 2.11 shall no longer apply to the Senior Notes. In such event the Corporation will execute and, subject to Section 2.7, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Corporation, will authenticate and deliver the Senior Notes in global form.” Neither definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Company nor principal amount of the Trustee will Global Notes in exchange for such Global Notes. Upon the exchange of the Global Notes for such Senior Notes in definitive registered form without coupons, in authorized denominations, the Global Notes shall be liable canceled by the Trustee. Such Senior Notes in definitive registered form issued in exchange for any delay by an ICSD or any participant the Global Notes pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depository Institution, pursuant to instructions from its direct or indirect participant in an ICSD in identifying participants or otherwise, shall instruct the beneficial owners of the related Trustee. The Trustee shall deliver such Senior Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and Depository Institution for delivery to the respective principal amounts, of the certificated Persons in whose names such Senior Notes to be issuedare so registered.
Appears in 1 contract
Sources: Indenture (Joy Global Inc)
Global Notes. The Notes offered and sold in reliance on Rule 144A shall initially be issued initially in global formthe form of one or more Global Notes, substantially in the form of Exhibits A and B attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). The Bank Each Global Note shall represent such of New York Mellon, London Branch, the aggregate principal amount of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the initial Depositary for aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the Notesaggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The fourth Any endorsement of a Global Note to last paragraph reflect the amount of Section 3.3 any increase or decrease in the aggregate principal amount of the Base Indenture shall not apply to the Notes. The Outstanding Notes represented thereby shall be transferred only made by the Trustee in accordance with instructions given by the provisions of Holder thereof as required by Section 3.5 of the Base Indenture204 hereof. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if Each Global Note (i) shall be registered, in the Company has been notified that Euroclear name of the Depositary designated for such Global Note pursuant to Section 204, or Clearstream (or any additional or alternative clearing system on behalf in the name of which the global Security may be held) has been closed for business for a continuous period nominee of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do sosuch Depositary, (ii) shall be deposited with the CompanyTrustee, in its sole discretion and subject to the procedures of as Custodian for the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred bear a legend substantially as follows: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY." Each Depositary designated pursuant to Section 204 for a Global Note must, at the time of its designation and at all times while it serves as Depositary, be continuing an Event of Default with respect to a clearing agency registered under the Securities of such series Exchange Act and the Registrar has received a request from Euroclear any other applicable statute or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global formregulation.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 1 contract
Sources: Indenture (Pepsi Bottling Group Inc)
Global Notes. The (a) Notes shall initially be issued in global formform will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The Bank Notes issued in definitive form will be substantially in the form of New York MellonExhibit A hereto (but without the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each will provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, London Branchas appropriate, to reflect exchanges, redemptions and payments of PIK Interest. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.2 hereof or by the Company as provided for in Section 2.03(e) of the Indenture. Members of, or direct or indirect participants in, the Depository, Euroclear or Clearstream (“Agent Members”) shall be have no rights under this Indenture with respect to any Global Note held on their behalf by the initial Depositary for Depository or under the Global Notes. The fourth to last paragraph of Section 3.3 Depository may be treated by the Company, the Trustee and any agent of the Base Indenture Company or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall not apply prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Notes. The Depository or impair, as between the Depository, Euroclear or Clearstream, as the case may be, and their respective Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(b) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository, Euroclear or Clearstream, as the case may be, and the provisions of Section 3.5 of the Base Indenture2.2. With respect to the NotesIn addition, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will a Global Note shall be exchangeable for certificated Securities of the same series in definitive form only Definitive Notes if (i) the Depository (x) notifies the Company has been notified that Euroclear it is unwilling or Clearstream unable to continue as depository for such Global Note and the Company thereupon fails to appoint a successor depository or (or any additional or alternative clearing system on behalf of which the global Security may be heldy) has been closed for business for ceased to be a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) clearing agency registered under the Company, in its sole discretion Exchange Act and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeablesuccessor depository is not appointed, or (iiiii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or ClearstreamGlobal Note. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested in writing by or on behalf of the Depository, in accordance with its customary procedures.
(c) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to Section 2.1(a), such eventGlobal Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, Trustee shall authenticate and deliver, without chargemake available for delivery, to each Person that is beneficial owner identified by or on behalf of the ICSDs as the Depository in writing in exchange for its beneficial holder thereofinterest in such Global Note, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an equal aggregate principal amount equal to the principal amount of the Security or Securities Definitive Notes of such series authorized denominations.
(d) The Holder of like tenor any Global Note may grant proxies and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for otherwise authorize any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposesPerson, including with respect Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedNotes.
Appears in 1 contract
Sources: Indenture (Worldwide Recruiting & Staffing Services LLC)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The 4(a)(2) Notes shall be transferred only issued initially in accordance with the provisions form of Section 3.5 one or more permanent global Notes in definitive, fully registered form, numbered PP-1 upward (collectively, the “4(a)(2) Global Note”), the Rule 144A Notes shall be issued initially in the form of one or more permanent global Third Lien Exchangeable Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the Base Indenture. With respect to “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Third Lien Exchangeable Notes, numbered RS-1 upward (collectively, the first sentence of “Regulation S Global Note”), in each case without interest coupons and bearing the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended Global Notes Legend and restated to read as follows: “A Security in global form will Restricted Notes Legend, which shall be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system deposited on behalf of which the global Security may be held) has been closed for business for purchasers of the Third Lien Exchangeable Notes represented thereby with the Custodian, and registered in the name of the Depositary or a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures nominee of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities duly executed by the Company and executes and delivers to authenticated by the Trustee a Company Order to as provided in this Third Lien Exchangeable Notes Indenture. One or more global Third Lien Exchangeable Notes in definitive, fully registered form without interest coupons and bearing the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series Global Notes Legend and the Registrar has received a request from Euroclear or Clearstream. In such eventRestricted Notes Legend, numbered RIAI-1 upward (collectively, the Company “IAI Global Note”) shall execute, and also be issued at the request of the Trustee, upon receipt of a Company Order for deposited with the authentication Custodian, and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf registered in the name of the ICSDs Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Third Lien Exchangeable Notes Indenture to accommodate transfers of beneficial interests in the beneficial holder thereofThird Lien Exchangeable Notes to IAIs subsequent to the initial distribution. Any 4(a)(2) Global Note, Securities Rule 144A Global Note, IAI Global Note, Regulation S Global Note and Unrestricted Global Note is each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of such series the outstanding Third Lien Exchangeable Notes as shall be specified in the “Schedule of like tenor Exchanges of Interests in the Global Note” attached thereto and terms in certificated form, in authorized denominations and in an each shall provide that it shall represent the aggregate principal amount equal of Third Lien Exchangeable Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Third Lien Exchangeable Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the Security amount of any increase or Securities decrease in the aggregate principal amount of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor outstanding Third Lien Exchangeable Notes represented thereby shall be made by the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners Custodian, at the direction of the related Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of this Third Lien Exchangeable Notes Indenture and each Section 2.2(c) of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.this Appendix A.
Appears in 1 contract
Sources: Third Lien Exchangeable Senior Secured Pik Notes Indenture (WeWork Inc.)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, (a) Each Global Note authenticated under this Indenture shall be registered in the initial name of the Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture.
(b) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if such Global Note or a nominee thereof unless (i) such Depositary (A) has notified the Company has been notified that Euroclear it is unwilling or Clearstream unable to continue as Depositary for such Global Note or (or any additional or alternative clearing system on behalf of which the global Security may be heldB) has been closed for business for ceased to be a continuous period of 14 days (other than by reason of holidaysclearing agency registered as such under the Exchange Act, statutory or otherwise) or has announced an intention permanently and in either case the Company fails to cease business or does in fact do soappoint a successor Depositary within 90 days, (ii) the Company, in at its sole discretion and subject to the procedures of the Depositaryoption, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order stating that it elects to cause the effect issuance of the Notes in certificated form and that such global Securities all Global Notes shall be so exchangeable, exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee) or (iii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear Global Note.
(c) If any Global Note is to be exchanged for other Notes or Clearstream. In such eventcancelled in whole, the Company it shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified be surrendered by or on behalf of the ICSDs Depositary or its nominee to the Trustee, as Note Registrar, for exchange or cancellation as provided in this Article Three. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article Three or (ii) the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the Security case may be, by means of an appropriate adjustment made on the records of the Trustee, as Note Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or Securities its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of such series of like tenor a Global Note, the Trustee shall, subject to Section 3.06(c) and terms as otherwise provided in global form this Article Three, authenticate and deliver any Notes issuable in exchange for such Security Global Note (or Securities any portion thereof) to or upon the order of, and registered in global form.” Neither such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company nor shall promptly make available to the Trustee will a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be liable entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures.
(d) Every Note authenticated and delivered upon registration of transfer of, or in exchange for any delay by an ICSD or in lieu of, a Global Note or any participant portion thereof, whether pursuant to this Article Three or indirect participant otherwise, shall be authenticated and delivered in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely onform of, and will be protected in relying onshall be, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.a Global
Appears in 1 contract
Sources: Indenture (Insilco Corp/De/)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (Any Note issued in exchange for a Global Note or any additional portion thereof shall be a Global Note, provided, however; that any such Note so issued that is registered in the name of a Person other than the Depositary or alternative clearing system on behalf a nominee thereof shall not be a Global Note. Notwithstanding any other provision of which the global Security may this Indenture, a Global Note shall not be held) has been closed for business exchanged in whole or in part for a continuous period Note registered in the name of 14 days (any Person other than by reason of holidaysthe Depositary or one or more nominees thereof, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, unless
(ii1) the Company, in its sole discretion and subject Depositary (A) notifies the Issuer that it is unwilling or unable to the procedures of the Depositary, determines that continue as Depositary for such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, Global Note or (iiiB) ceases to be a clearing agency registered under the Exchange Act, and in either case the Issuer fails to appoint a successor depositary (as described below) or
(2) there shall have occurred and be continuing an Event of Default with respect to the Securities Notes. Any Global Note exchanged pursuant to clause (1) above shall be so exchanged from time to time in whole and not in part and any Global Note exchanged pursuant to clause (2) above may be exchanged from time to time in whole or in part as directed by the Depositary.
(ii) The Issuer hereby designates DTC as the Depositary with respect to the Global Notes. If at any time DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time DTC has ceased to be a clearing agency registered under the Exchange Act if so required by applicable law or regulation, the Issuer shall be entitled to appoint a successor depositary with respect to each Global Note and provide notice to the Trustee of such series appointment. If (x) a successor depositary for such Global Note is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such unwillingness, inability or ineligibility, (y) an Event of Default has occurred and is continuing and the Registrar has received beneficial owners representing a request from Euroclear majority in principal amount of the Notes represented by such Global Note advise DTC, with a copy to the Trustee and the Issuer, to cease acting as depositary for such Global Note or Clearstream. In (z) the Issuer, in its sole discretion, determines at any time that all (but not less than all) Outstanding Notes issued or issuable in the form of a Global Note shall no longer be represented by such eventGlobal Note and advises the Trustee and DTC of such determination, then the Company Issuer shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, Trustee shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series definitive Notes of like class, rank, tenor and terms in certificated form, in authorized denominations and definitive form in an aggregate principal amount equal to the principal amount of such Global Notes. On or after the Security or Securities earliest date on which such interests may be so exchanged as described above, each Global Note shall be surrendered for exchange by DTC to the Trustee; provided, however, that such exchange is subject to the terms of such series of like tenor and terms in global form Section 3.8(b) herein.
(b) Notes issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, shall have an aggregate principal amount equal to that of such Security Global Note or Securities portion thereof to be so exchanged, shall be registered in global form.” Neither such names and be in such authorized denominations as the Company nor Depositary shall designate and shall bear the applicable legends provided for herein. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Transfer Agent located at the Corporate Trust Office to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered or exchanged or, if the Trustee will be liable is acting as custodian for any delay by an ICSD the Depositary or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including its nominee with respect to such Global Note, the registration principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliverydeliver the Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. Any Note delivered in exchange for the Global Note or any portion thereof shall, except as otherwise provided by Section 3.8, bear the legend regarding transfer restrictions required by Section 2.5.
(c) Subject to the provisions in the legends required by Section 2.4 above, a registered Holder may grant proxies and otherwise authorize any Person, including any Agent Member and any Person who may hold an interest in an Agent Member, to take any action that such Holder is entitled to take under this Indenture.
(d) In the event of the occurrence of any of the events specified in paragraph (a) of this Section 2.6, the Issuer will promptly make available to the Trustee a reasonable supply of certificated Notes of each Class in definitive, fully registered form.
(e) Neither members of, or participants in, the Depositary ("Agent Members" and each an "Agent Member") nor any other Person on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Note held on its or their behalf by the Depositary or under any such Global Note, and the respective principal amountsDepositary may be treated by the Issuer, the Trustee and any agent of the certificated Issuer or the Trustee (including, without limitation, the Servicer) as the absolute owner of such Global Note for all purposes whatsoever. 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 the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. With respect to any Global Note deposited on behalf of the subscribers for the Notes represented thereby with the Trustee as custodian for the Depositary for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Clearstream, Luxembourg, the provisions of the "Operating Procedures of the Euroclear System" and the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Clearstream, Luxembourg, respectively, shall be issuedapplicable to Global Notes.
Appears in 1 contract
Sources: Indenture and Servicing Agreement (Vornado Realty Trust)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary (a) Unless and until it is exchanged for the Notes in registered form, one or more global Notes in principal amount equal to the aggregate principal amount of all outstanding Notes ("Global Notes. The fourth ") may be transferred, in whole but not in part, only to last paragraph of Section 3.3 the Clearing Agency or a nominee of the Base Indenture shall not apply Clearing Agency, or to a successor Clearing Agency selected or approved by the Notes. The Notes shall be transferred only in accordance with the provisions Company or to a nominee of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if such successor Clearing Agency.
(b) If at any (i) time the Clearing Agency notifies the Company has that it is unwilling or unable to continue as a Clearing Agency for the Global Notes and no successor Clearing Agency shall have been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 appointed within 90 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do soafter such notification, (ii) the Clearing Agency at any time ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Company becoming aware of the Clearing Agency's ceasing to be so registered, (iii) the Company, in its sole discretion and subject to the procedures of the Depositarydiscretion, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities Global Notes shall be so exchangeable, exchangeable or (iiiiv) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventDefault, the Company shall will execute, and subject to Article II of the Base Indenture, the Trustee, upon receipt of a Company Order for written notice from the authentication and delivery of certificated Securities of such series of like tenor and termsCompany, shall will authenticate and deliver, deliver the Notes in definitive registered form without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated formcoupons, in authorized denominations denominations, and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form Global Note in exchange for such Security or Securities Global Note. Upon exchange of the Global Note for such Notes in global form.” Neither definitive registered form without coupons, in authorized denominations, the Company nor Global Note shall be cancelled by the Trustee will Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be liable for any delay by an ICSD or any participant registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participant in an ICSD in identifying participants or otherwise, shall instruct the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect Trustee. The Trustee shall deliver such Securities to the registration and delivery, and Clearing Agency for delivery to the respective principal amounts, of the certificated Notes to be issuedPersons in whose names such Securities are so registered.
Appears in 1 contract
Sources: Second Supplemental Indenture (Electronic Data Systems Corp /De/)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, (a) Each Global Note authenticated under this Indenture shall be registered in the initial name of the Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture.
(b) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if such Global Note or a nominee thereof unless (i) such Depositary (A) has notified the Company has been notified that Euroclear it is unwilling or Clearstream unable to continue as Depositary for such Global Note and a successor depositary is not appointed by the Company within 90 days, or (or any additional or alternative clearing system on behalf of which the global Security may be heldB) has been closed for business for ceased to be a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do soclearing agency registered as such under the Exchange Act, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear Global Note, or Clearstream. In such event, (iii) the Company shall execute, executes and delivers to the Trustee, upon receipt of Trustee a Company Order stating that all Global Notes shall be exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by the authentication Trustee). Upon the occurrence in respect of any Global Note of any one or more of the conditions specified in clauses
(i) (ii) or (iii) of the preceding sentence, such Global Note may be registered for transfer or exchange for Notes registered in the name of, or authenticated and delivery delivered to, such Persons as the Depositary shall direct. All or any portion of certificated Securities of such series of a Global Note may be exchanged for a Note that has a like tenor aggregate principal amount and termsis not a Global Note, upon 20 days' prior request made by the Depositary or its authorized representative to the Trustee.
(c) If any Global Note is to be exchanged for other Notes or canceled in whole, it shall authenticate and deliver, without charge, to each Person that is identified be surrendered by or on behalf of the ICSDs Depositary or its nominee to the Trustee, as Note Registrar, for exchange or cancellation as provided in this Article Three. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article Three, or (ii) the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the Security case may be, by means of an appropriate adjustment made on the records of the Trustee, as Note Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or Securities its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of such series of like tenor a Global Note, the Trustee shall, subject to Section 3.05(b) and terms as otherwise provided in global form this Article Three, authenticate and make available for delivery any Notes issuable in exchange for such Security Global Note (or Securities any portion thereof) to or upon the order of, and registered in global form.” Neither such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in Section 3.05(b), the Company nor shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures.
(d) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article Three, Section 10.06 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
(e) The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under this Indenture, the Notes and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Note will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely shown only on, and will the transfer of such interest shall be protected in relying oneffected only through, instructions from records maintained by the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issuedDepositary or its nominee or its Agent Members.
Appears in 1 contract
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary (a) Except for the Notes. The fourth a transfer pursuant to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 2.06(b)(v) hereof, portions of a Global Note of any series deposited with the Base Indenture. With respect Depositary pursuant to Section 2.02 shall be transferred in certificated form to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form beneficial owners thereof only if such transfer complies with Section 2.06 and (i) the Depositary notifies the Company has been notified that Euroclear it is unwilling or Clearstream (unable to continue as Depositary for such Global Note or if at any additional or alternative time such Depositary ceases to be a "clearing system on behalf agency" registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do sosuch notice, (ii) the Company, in its sole discretion an Event of Default has occurred and subject is continuing with respect to the procedures Notes of such series and payment of principal thereof and interest thereon has been accelerated and the Depositaryowners of beneficial interests in the Global Notes with fractional undivided interests aggregating not less than a majority interest advise the Trustee, determines the Company and the Depositary through Agent Members in writing that such Securities the continuation of a book-entry system through the Depositary or its successors is no longer in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, their best interest or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities Company determines that the Notes of such series and shall no longer be represented by such Global Note.
(b) Portions of any Global Note of any series that are transferable to the Registrar has received a request beneficial owners thereof pursuant to this Section 2.05 shall be surrendered by the Depositary to the Trustee at its New York office for registration of transfer, in whole or from Euroclear or Clearstream. In such eventtime to time in part, the Company shall executewithout charge, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, Trustee shall authenticate and deliver, without chargeupon such registration of transfer of each portion of such Global Note, to each Person that is identified by or on behalf an equal aggregate principal amount of the ICSDs as the beneficial holder thereof, Securities Notes of such series of like tenor authorized denominations. Any portion of a Global Note whose registration is transferred pursuant to this Section 2.05 shall be executed, authenticated and terms delivered only in certificated formthe denominations, if other than as specified in authorized denominations Section 2.01(9), specified in the Board Resolution or indenture supplemental hereto with respect to such series of Notes and registered in an aggregate principal amount equal to such names as the principal amount Depositary shall direct. Any Note of the Security or Securities any series delivered in exchange for a portion of a Rule 144A Global Note of such series shall bear the Legend regarding transfer restrictions applicable to Rule 144A Global Notes set forth on the form of like tenor Note attached as Exhibit A hereto.
(c) Subject to the provisions of Section 2.02(e) above, the registered holder of any Global Note may grant proxies and terms otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Noteholder is entitled to take under this Indenture or the Notes of the applicable series.
(d) In the event of the occurrence of any of the events specified in global form in exchange for such Security or Securities in global form.” Neither paragraph (a) of this Section 2.05, the Company nor shall promptly make available to the Trustee will be liable for any delay by an ICSD or any participant or indirect participant a reasonable supply of certificated Notes of each applicable series in an ICSD in identifying definitive fully registered form without interest coupons.
(e) The Global Notes of each series issued and authenticated pursuant to Section 2.02(b) (both before and after the beneficial owners expiration of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, restricted period) and the respective principal amounts, Rule 144A Global Notes of the certificated Notes to each series shall each be issuedassigned separate securities identification numbers.
Appears in 1 contract
Global Notes. The (a) With respect to Notes issuable in whole or in part as one or more Global Notes, the Corporation shall initially cause to be kept by and at the principal offices of the Trustee in Vancouver, British Columbia and Toronto, Ontario and by the Trustee or such other registrar as the Corporation, with the approval of the Trustee, may appoint at such other place or places, if any, as the Corporation may designate with the approval of the Trustee, a register in which shall be entered the name and address of the holder of each such Global Note (being the Depository, or its nominee, for such Global Note) as holder thereof and particulars of the Global Note held by it, and of all transfers thereof.
(b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the registered holder thereof and accordingly, except to the extent contemplated by Section 2.4(d), no definitive certificates shall be issued to Beneficial Holders except in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 following circumstances or as otherwise specified in a resolution of the Base Indenture shall Trustee, a resolution of the Board of Directors, Officers’ Certificate or supplemental indenture:
(i) Global Notes may be transferred by a Depository to a nominee of such Depository or by a nominee of a Depository to such Depository or to another nominee of such Depository or by a Depository or its nominee to a successor Depository or its nominee;
(ii) Global Notes may be transferred at any time after the Depository for such Global Notes (i) has notified the Trustee, or the Corporation has notified the Trustee, that it is unwilling or unable to continue as Depository for such Global Notes, or (ii) ceases to be eligible to be a Depository under Section 2.4(b), provided that at the time of such transfer the Corporation has not apply appointed a successor Depository for such Global Notes;
(iii) Global Notes may be transferred at any time after the Corporation has determined, in its sole discretion, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination to the Notes. The Trustee in writing;
(iv) Global Notes shall may be transferred at any time after the Trustee has determined that an Event of Default has occurred and is continuing with respect to the Notes issued as a Global Note, provided that Beneficial Holders representing, in the aggregate, not less than 25% of the aggregate principal amount of the Notes advise the Depository in writing, through the Depository Participants, that the continuation of the book-entry only registration system for such Notes is no longer in their best interest and also provided that at the time of such transfer the Trustee has not waived the Event of Default pursuant to Section 7.3;
(v) Global Notes may be transferred or exchanged for definitive certificates at any time after a Depository has determined, in its sole discretion, that such transfer or exchange is required to effect conversion and/or redemption rights in accordance with the provisions of Section 3.5 of terms hereof and has communicated such determination to the Base Indenture. Trustee in writing;
(vi) Global Notes may be transferred if required by applicable law; or
(vii) Global Notes may be transferred if the book-entry only registration system ceases to exist.
(c) With respect to the Global Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended unless and restated until definitive certificates have been issued to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if Beneficial Holders pursuant to subsection 3.2(b):
(i) the Company has been notified that Euroclear or Clearstream Corporation and the Trustee may deal with the Depository for all purposes (or any additional or alternative clearing system including paying interest on behalf the Notes) as the sole holder of which the global Security may be held) has been closed for business for a continuous period Notes and the authorized representative of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, the Beneficial Holders;
(ii) the Company, in its sole discretion and subject to the procedures rights of the Depositary, determines that such Securities in global form Beneficial Holders shall be exchangeable for certificated Securities exercised only through the Depository and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, limited to those established by law and agreements between such Beneficial Holders and the Depository or the Depository Participants;
(iii) there the Depository will make book-entry transfers among the Depository Participants; and
(iv) whenever this Indenture requires or permits actions to be taken based upon instruction or directions of Noteholders evidencing a specified percentage of the outstanding Notes, the Depository shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders or the Depository Participants, and has delivered such instructions to the Trustee.
(d) Whenever a notice or other communication is required to be provided to Noteholders, unless and until definitive certificate(s) have occurred been issued to Beneficial Holders pursuant to this Section 3.2, the Trustee shall provide all such notices and be continuing an Event communications to the Depository and the Depository shall deliver such notices and communications to such Beneficial Holders in accordance with Applicable Securities Legislation. Upon the termination of Default the book-entry only registration system on the occurrence of one of the conditions specified in Section 3.2(b) with respect to the Securities Notes issued hereunder, the Depository shall notify all applicable Depository Participants, through the Depository, of the availability of definitive certificates. Upon surrender by the Depository of the certificate(s) representing the Global Notes and receipt of new registration instructions from the Depository, the Trustee shall deliver the definitive certificates for such Notes to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such series Notes will be governed by Section 3.1 and the Registrar has received a request from Euroclear or Clearstream. In such eventremaining Sections of this Article 3, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person provided that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form any Definitive Notes that are issued in exchange for such Security or Securities in global forma Restricted Global Note shall bear the U.S. Legend.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 1 contract
Sources: Indenture (Terrace Energy Corp)
Global Notes. The Notes offered and sold in reliance on Regulation S shall initially be issued initially in global form. The Bank the form of New York Mellonone or more Global Notes substantially in the form of Exhibit A-1 and Exhibit A-2, London Branchrespec- tively, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if hereto (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and relevant Dollar Notes) (a “Dollar Regulation S Global Note”) or Exhibit A-3 hereto (with respect to Euro Notes) (a “Euro Regulation S Global Note” and, together with the Registrar has received a request from Euroclear or Clearstream. In such eventDollar Regulation S Global Notes, the Company “Regulation S Global Notes”), as applicable, with such applicable legends as are provided in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit A-3 hereto, as applicable, except as otherwise per- mitted herein. Each Dollar Regulation S Global Note shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or initially be deposited on behalf of the ICSDs purchas- ers of the relevant Dollar Notes represented thereby with a custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The Euro Regulation S Global Note shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with the Common Deposi- tary, and registered in the name of the Common Depositary or its nominee, as the beneficial holder thereofcase may be, Securities for the accounts of such series of like tenor Euroclear and terms Clearstream, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in certificated form, in authorized denominations and in an accordance with Section 2.02) as hereinafter provided. The aggregate principal amount equal to the principal amount of the applicable Regulation S Global Note may from time to time be increased or decreased by adjustments made by the applicable Registrar on Schedule A to the applicable Regulation S Global Note and recorded in the Security Register, as hereinafter provided. The relevant Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued ini- tially in the form of one or Securities more Global Notes substantially in the form of Exhibit A-1 and Exhibit A-2, respectively, hereto, with such series applicable legends as are provided in Exhibit A-1 and Exhibit A-2, respec- tively, hereto, except as otherwise permitted herein (a “Dollar 144A Global Note”), which shall be depos- ited on behalf of like tenor the purchasers of the relevant Dollar Notes represented thereby with a custodian for DTC, and terms registered in global form in exchange for such Security or Securities in global form.” Neither the Company nor name of Cede & Co., as nominee of DTC, duly executed by the Issuer and au- thenticated by the Trustee will (or its agent in accordance with Section 2.02) as hereinafter provided. The ag- gregate principal amount of any Dollar 144A Global Note may from time to time be liable for any delay increased or de- creased by an ICSD adjustments made by the U.S. Registrar on Schedule A to the relevant Dollar 144A Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or any participant or indirect participant more Global Notes substantially in an ICSD the form of Exhibit A-3 hereto, with such applicable legends as are provided in identifying Exhibit A-3 hereto, except as otherwise permitted herein (the beneficial owners “Euro 144A Global Note” and, together with the Dollar 144A Global Notes, the “144A Global Notes”), which shall be deposited on behalf of the related purchasers of the Euro Notes and each of those Persons may conclusively rely onrepresented thereby with the Common Depositary, and will regis- tered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Eu- roclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee (or its agent in ac- cordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Euro 144A Global Note may from time to time be protected in relying on, instructions from increased or decreased by adjustments made by the ICSD for all purposes, including with respect applicable Registrar on Schedule A to the registration Euro 144A Global Note and deliveryrecorded in the Security Register, and the respective principal amounts, of the certificated Notes to be issuedas hereinaf- ter provided.
Appears in 1 contract
Sources: Indenture
Global Notes. The (i) Subject to subsection (e) of this Section 3.01, the Notes shall initially be issued in global form as global Notes (any such Notes in global form, "Global Notes") and the depositary for the Global Notes shall initially be The Depository Trust Company ("DTC"); provided that the Company reserves the right to provide for another depositary, registered as a clearing agency under the Exchange Act, to act as Depositary for the Global Notes (DTC, and any such successor depositary, the "Depositary").
(ii) Each Global Note issued hereunder shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, transfers and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee, in accordance with instructions given by the Holder of such Global Note as required by Section 3.02 hereof. The Bank aggregate principal amount of New York Mellonthe Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, London Branchas the case may be, in connection with transfers of interest as provided herein.
(iii) The Company and the Trustee shall be entitled to deal with the Depositary for all purposes of the Indenture (including the payment of principal of and interest on the Global Notes and receiving approvals, votes or consents) as the sole Holder of the Global Notes and shall have no obligation to the owners of a beneficial interest in such Global Notes.
(iv) The rights of the owners of beneficial interests in Global Notes shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or Participants (as hereinafter defined), and it shall be the initial responsibility of the Depositary to transmit payments of principal of and interest on the Global Notes to such Participants; provided, however, that solely for the Notes. The fourth to last paragraph purposes of Section 3.3 determining whether the Holders of the Base Indenture shall not apply to requisite amount of Notes have voted on any matter provided for in the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidaysTrustee, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such eventGlobal Notes, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will shall be protected in relying on, instructions from the ICSD for all purposes, any written instrument (including with respect a proxy) delivered to the registration and delivery, Trustee by the Depositary setting forth the beneficial owners' votes or assigning the right to vote on any matter to any other Persons either in whole or in part; and the respective principal amounts, of Depositary will also make book-entry transfers among the certificated Notes to be issuedParticipants in accordance with its Applicable Procedures.
Appears in 1 contract
Sources: Supplemental Indenture (Conectiv)
Global Notes. This Section 2(b) shall apply to any Book-Entry Notes represented by one or more Global Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (the “Depositary”) or a nominee thereof:
(i) each Global Note representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or a nominee thereof;
(ii) notwithstanding any other provisions of this Agreement or a Global Note, such Global Note shall initially not be issued transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. A Global Note may be exchanged for a Certificated Note in global form. The Bank of New York Mellon, London Branch, shall be the initial event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for the Notes. The fourth Global Notes or the Depositary has ceased to last paragraph be a “clearing agency” registered under the Securities Exchange Act of Section 3.3 1934, as amended (the “Exchange Act”), and a successor depositary is not appointed by the Issuer within sixty (60) days thereafter, (B) an Event of the Base Indenture shall not apply to Default (as defined in the Notes. The Notes shall be transferred only in accordance ) has occurred and is continuing with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if Notes or (iC) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the CompanyIssuer, in its sole discretion and subject to the procedures of the Depositarydiscretion, determines that such Securities in global form all of the Book-Entry Notes shall no longer be exchangeable for certificated Securities and executes and delivers represented by Global Notes. Any Global Note exchanged pursuant to the Trustee a Company Order to the effect that such global Securities clause (A) or (C) above shall be so exchangeableexchanged in whole but not in part, while any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary;
(iii) there Notes issued in exchange for a Global Note or any portion thereof shall be issued as Certificated Notes, without interest coupons, shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be registered in such names and be in such authorized denominations as the Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall be surrendered by the Depositary to the Corporate Trust Office of the Issuing and Paying Agent located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Corporate Trust Office”), to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Security Issuing and Paying Agent. Upon any such surrender or Securities adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer, the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such series surrender, the Issuer shall execute, and upon receipt of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by instructions from an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners Authorized Representative of the related Notes Issuer the Issuing and each Paying Agent shall authenticate and deliver, a new Global Note on behalf of those Persons the Depositary for the remaining principal amount thereof; and
(iv) neither any members of, or participants in, the Depositary (“Participants”) nor any other persons on whose behalf Participants may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including act shall have any rights under this Agreement with respect to any Global Note registered in the registration and deliveryname of the Depositary or any nominee thereof, or under any such Global Note, and the respective principal amountsDepositary or such nominee, as the case may be, may be treated by the Issuer, the Issuing and Paying Agent and any agent of the certificated Notes Issuer or the Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note in accordance with Section 12(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Issuer or the Issuing and Paying Agent from giving effect to be issuedany written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the rights of a Registered Holder of a Global Note.
Appears in 1 contract
Sources: Issuing and Paying Agency Agreement (Independent Bank Corp)
Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Rule 144A Notes shall be transferred only issued initially in accordance with the provisions form of Section 3.5 of the Base Indenture. With respect to the Notesone or more permanent global Notes in definitive, fully registered form (collectively, the first sentence "RULE 144A GLOBAL NOTES"); Regulation S Notes shall be issued initially in the form of one or more temporary global Notes (collectively, the seventh paragraph of Section 3.5 of "TEMPORARY REGULATION S GLOBAL NOTES"), in each case without interest coupons and bearing the Base Indenture is hereby amended Global Notes Legend and restated to read as follows: “A Security in global form will Private Placement Legend, which shall be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system deposited on behalf of which the global Security may be held) has been closed for business for purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depositary or a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures nominee of the Depositary, determines duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in the Temporary Regulation S Global Note shall not be exchangeable for interests in the 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 NOTES") or any other Note without a Private Placement Legend until the expiration of the Restricted Period. If any Initial Additional Notes are IAI Notes offered and sold by the Company or initially resold by an Initial Purchaser thereof, such IAI Notes shall not be represented by a Global Note. The Rule 144A Global Notes and the Regulation S Global Notes are each referred to herein as a "GLOBAL NOTE" and are collectively referred to herein as "GLOBAL NOTES," PROVIDED, that such Securities the term "Global Note" when used in Sections 2.1(b), 2.1(c), 2.1(d), 2.2(g)(i), 2.2(h)(i) and 2.3 shall also include any Note in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee issued in connection with a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or ClearstreamRegistered Exchange Offer. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an The aggregate principal amount equal of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as hereinafter provided; PROVIDED, HOWEVER, the aggregate principal amount of the Security or Securities Notes outstanding at any time shall be as provided in SECTION 303 of such series this Indenture except in accordance 123 with SECTION 306 of like tenor and terms in global form in exchange for such Security or Securities in global formthis Indenture.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.
Appears in 1 contract
Sources: Indenture (Iesi Tx Corp)
Global Notes. The Notes offered and sold to QIBs in reliance on Rule 144A shall initially be issued initially in global formthe form of a 144A Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Temporary Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Bank Temporary Regulation S Global Note will be exchangeable for one or more permanent Regulation S Global Notes (the "Permanent Regulation S Global Note" and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") as or after November 12, 1996 upon written certification that the beneficial interests in such global Note are owned by either non-U.S. persons or U.S. persons who purchased such interests pursuant to an exemption from, or in transactions not subject to, the Registration Requirements or the Securities Act. Notes offered and sold to Institutional Accredited Investors who are not also QIBs shall be issued initially in the form of an IAI Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Book-Entry Depositary at its New York Melloncorporate trust office, London Branch, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Unrestricted Global Notes representing Unrestricted Book-Entry Interests shall be issued initially in accordance with Sections 2.07(b)(iv), 2.07(d)(ii) and 2.07(f) and shall be deposited with the initial Book-Entry Depositary for at its New York corporate trust office, duly executed by the NotesIssuer and authenticated by the Trustee as hereinafter provided. The fourth to last paragraph aggregate principal amount of Section 3.3 each of the Base Indenture Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided. Each Global Note shall not apply to represent such of the Notes. The outstanding Notes as shall be transferred only specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal 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 therein in accordance with the provisions terms of Section 3.5 of the Base this Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt Any endorsement of a Company Order for Global Note to reflect the authentication and delivery amount of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by any increase or on behalf of the ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms decrease in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor outstanding Notes represented thereby shall be made by the Trustee will be liable for any delay in accordance with written instructions given by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners Holder thereof as required by Section 2.07 hereof. The provisions of the related Notes "Operating Procedures of the Euroclear System" and each "Terms and Conditions Governing Use of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, Euroclear" and the respective principal amounts"General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel shall be applicable to interests in the Regulation S Global Note that are held by the Participants through Euroclear or Cedel. Except as set forth in Section 2.07(a) hereof the Global Notes may be transferred, in whole and not in part, only to a successor of the certificated Notes to be issuedBook-Entry Depositary.
Appears in 1 contract