Common use of Global Registered Notes Clause in Contracts

Global Registered Notes. If, as specified pursuant to Section 2.4., the Issuer issues Notes of any Series represented, in whole or in part, by a Global Registered Note that is deposited with or on behalf of the Depositary or a nominee thereof for credit to the respective accounts of the beneficial owners of the Notes represented thereby (or to such other accounts as they may direct), the provisions of this Section 2.2.(b) shall apply. (i) If the Issuer shall establish pursuant to Section 2.4. that Notes of a Series are to be issued in whole or in part in the form of one or more Global Registered Notes, then the Issuer shall execute and the Trustee shall authenticate and deliver in accordance with Section 2.5. one or more Global Registered Notes that (A) shall be registered in the name of the Depositary or its nominee, (B) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instructions and (C) shall bear legends substantially to the following effect: "UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE OR ANY PORTION HEREOF 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 OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST." "THIS NOTE IS A GLOBAL REGISTERED NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. THIS GLOBAL REGISTERED NOTE MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN SECTION 2.10.(b) OF THE INDENTURE, AND MAY NOT BE TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.9.(b) OF THE INDENTURE. BENEFICIAL INTERESTS IN THIS GLOBAL REGISTERED NOTE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 2.9.(b) OF THE INDENTURE." (ii) Neither any members of, or participants in, a Depositary Agent Members nor any other persons on whose behalf Agent Members may act (including Euroclear and Cedel and account holders and participants therein) shall have any rights under this Indenture with respect to any Global Registered Note registered in the name of such Depositary or any nominee, as the case may be, may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner and Holder of such Global Registered Note (including all Notes represented thereby) 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 such Depositary or such nominee, as the case may be, or impair, as between such Depositary, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such persons governing the exercise of the rights of a Holder of any Note. (iii) Any Notes offered and sold in reliance on Regulation S may be issued in the form of a Global Registered Note that is registered in the name of DTC, as Depositary, or a nominee thereof, and deposited with the Trustee, at its New York office, as custodian for the Depositary, for credit to the respective accounts of beneficial owners of the Notes represented thereby (or to such other accounts as they may direct); provided that upon deposit all such accounts are maintained at or through Euroclear or Cedel. Each such Global Registered Note shall be deemed to be a Regulation S Global Note. The aggregate principal amount of each Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary therefor, as provided in Sections 2.8. and 2.9. (iv) Any Notes offered and sold in reliance on Rule 144A may be issued in the form of a Global Registered Note that is registered in the name of DTC, as Depositary, or a nominee thereof, and deposited with the Trustee, at its New York office, as custodian for the Depositary, for credit to the respective accounts of beneficial owners of the Notes represented thereby (or to such other accounts as they may direct). Each such Global Registered Note shall be deemed to be a Restricted Global Note. The aggregate principal amount of each Restricted Global Note. The aggregate principal amount of each Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 2.8. and 2.9.

Appears in 1 contract

Sources: Indenture (Metrogas Inc)

Global Registered Notes. If, as specified pursuant to Section 2.4.2.5, the Issuer Company issues Notes of any Series represented, in whole or in part, by a one or more Global Registered Note Notes that is are deposited with or on behalf of the Depositary or a nominee thereof for credit to the respective accounts of the beneficial owners of the Notes represented thereby (or to such other accounts as they may direct), the provisions of this Section 2.2.(b2.2(b) shall apply. (i) If the Issuer Company shall establish pursuant to Section 2.4. 2.5 that Notes of a Series are to be issued in whole or in part in the form of one or more Global Registered Notes, then the Issuer Company shall execute and the Trustee shall authenticate and deliver in accordance with Section 2.5. 2.6 one or more Global Registered Notes that (A) shall be registered in the name of the Depositary or its nominee, (B) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's ’s instructions and (C) shall bear legends substantially to the following effect: "UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION ("DTC") ”), TO THE ISSUER COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN EXCHANGE FOR THIS GLOBAL NOTE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON 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 OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTERESTINTEREST HEREIN." "” “THIS NOTE IS A [RESTRICTED] [REGULATION S] GLOBAL REGISTERED NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. THIS GLOBAL REGISTERED NOTE MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY DTC OR A NOMINEE THEREOF EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN SECTION 2.10.(b2.11(b) OF THE INDENTURE, AND MAY NOT BE TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.9.(b2.10(b) OF THE INDENTURE. BENEFICIAL INTERESTS IN THIS GLOBAL REGISTERED NOTE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 2.9.(b2.10(b) OF THE INDENTURE." (ii) Neither any members of, or participants in, a Depositary (“Agent Members Members”) nor any other persons on whose behalf Agent Members may act (including Euroclear and Cedel Bank and account holders and participants therein) shall have any rights under this Indenture with respect to any Global Registered Note registered in the name of such Depositary or any nominee thereof, or under any such Global Registered Note, and such Depositary or nominee, as the case may be, may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner and Holder of such Global Registered Note (including all Notes represented thereby) for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by such Depositary or such nominee, as the case may be, or impair, as between such Depositary, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such persons governing the exercise of the rights of a Holder of any Note. (iii) Any Notes offered and sold in reliance on Regulation S may be issued in the form of a Global Registered Note that is registered in the name of DTC, as Depositary, or a nominee thereof, and deposited with the Trustee, at its New York office, as custodian for the Depositary, for credit to the respective accounts of beneficial owners of the Notes represented thereby (or to such other accounts as they may direct); provided that upon deposit until the end of the Restricted Period, all such accounts are maintained at or through the Depositary by Euroclear or CedelCedel Bank or by one or more Agent Members acting for the account thereof. Each such Global Registered Note shall be deemed to be a Regulation S Global Note. The aggregate principal amount of each Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary therefor, as provided in Sections 2.8. 2.9 and 2.92.10. (iv) Any Notes offered and sold in reliance on Rule 144A may be issued in the form of a Global Registered Note that is registered in the name of DTC, as Depositary, or a nominee thereof, and deposited with the Trustee, at its New York office, as custodian for the Depositary, for credit to the respective accounts of beneficial owners of the Notes represented thereby (or to such other accounts as they may direct). Each such Global Registered Note shall be deemed to be a Restricted Global Note. The aggregate principal amount of each Restricted Global Note. The aggregate principal amount of each Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 2.8. Sections 2.9 and 2.92.10.

Appears in 1 contract

Sources: Indenture (Telefonica of Argentina Inc)