Offer to Purchase Securities and Book-Entry Interests Sample Clauses

Offer to Purchase Securities and Book-Entry Interests. Upon receipt by the CDI Depositary as holder of the book-entry interest in the Global Securities of notice of an offer to purchase Securities pursuant to Section 3.01 of the Indenture, the CDI Depositary shall forward such notice to the Depositary with any additional instructions applicable to owners of Book-Entry Interests. Upon notice by the Depositary of the principal amount of such Book-Entry Interests tendered for purchase in response to such offer to purchase, such CDI Depositary will instruct the Custodian (through Euroclear and/or Clearstream) to surrender the applicable Global Security in accordance with the instructions set forth in such offer to purchase indicating the portion of the principal amount of such Global Security that is being tendered for purchase pursuant to the offer to purchase. Upon receipt of any payment resulting from an offer to purchase, the CDI Depositary shall pay any amounts received to the Depositary, indicate the principal amount of such Global Security reduced by the Trustee in connection with such offer to purchase, and notify the Depositary of a corresponding reduction in the principal amount of the applicable Certificated Depositary Interest.
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Offer to Purchase Securities and Book-Entry Interests. Upon receipt by the Global Depositary as holder of a Global Security of an Offer to Purchase Securities pursuant to the Indenture, the Global Depositary will forward the Offer to Purchase to the Depositary with any additional instructions applicable to owners of Book-Entry Interests. Upon notice by the Depositary of the principal amount at maturity of Book-Entry Interests tendered for purchase in response to such Offer to Purchase, the Global Depositary will surrender the applicable Global Security in accordance with the instructions set forth in the Offer to Purchase, indicating the portion of the principal amount at maturity of such Global Security that is being tendered for purchase pursuant to the Offer to Purchase. Upon receipt of any payment resulting from the Offer to Purchase, the Global Depositary shall pay any amounts received to the Depositary, indicate the principal amount at maturity of such Global Security reduced by the Trustee in connection with the Offer to Purchase, and notify the Depositary of a corresponding reduction in the principal amount of the Certificateless Depositary Interest.
Sample 1
Offer to Purchase Securities and Book-Entry Interests. Upon receipt by the CDI Depositary as holder of the beneficial interest in the relevant Notes of notice of an offer to purchase such Notes pursuant to the terms thereof, the CDI Depositary shall forward such notice to the Depositary with any additional instructions applicable to owners of Book-Entry Interests. Upon notice by the Depositary or the Company, as the case may be, of the principal amount of Book-Entry Interests tendered for purchase in response to such offer to purchase, the CDI Depositary will inform the Paying Agent, indicating the portion of the principal amount of such Book-Entry Interests that is being tendered for purchase pursuant to the offer to purchase, who shall forthwith cancel them or procure their cancellation in the Securities Settlement System in accordance with Section 7.1 of the Agency Agreement, and subject to any conditions or procedures the CDI Depositary may require. There is no assurance that the DTC Participants or the Beneficial Owners in general, or any one in particular will receive any of these notices in time to enable them to carry out the relevant transactions. Upon receipt of any payment resulting from an offer to purchase, the CDI Depositary shall pay any such amounts received to the Depositary, indicate the principal amount of such Notes reduced by the Paying Agent on the instruction of the Company in connection with such offer to purchase, and notify the Depositary of a corresponding reduction in the principal amount of the applicable Certificated Depositary Interest relating to such Series of Notes.
Sample 1
Offer to Purchase Securities and Book-Entry Interests. Upon receipt by CDI Depositary as holder of the beneficial interest in the Global Securities of notice of an offer to purchase Securities pursuant to Section 3.01 or 4.03 of the Indenture, the CDI Depositary shall forward such notice to the Depositary with any additional instructions applicable to owners of Book-Entry Interests. Upon notice by the Depositary of the principal amount of Book-Entry Interests tendered for purchase in response to such offer to purchase, such CDI Depositary will instruct the Custodian (through Euroclear and/or Clearstream, Luxembourg) to surrender the applicable Global Security in accordance with the instructions set forth in such offer to purchase indicating the portion of the principal amount of such Global Security that is being tendered for purchase pursuant to the offer to purchase. Upon receipt of any payment resulting from an offer to purchase, the CDI Depositary shall pay any amounts received to the Depositary, indicate the principal amount of such Global Security reduced by the Trustee in connection with such offer to purchase, and notify the Depositary of a corresponding reduction in the principal amount of the applicable Certificated Depositary Interest.
Sample 1

Related to Offer to Purchase Securities and Book-Entry Interests

  • Restricted Securities Owners The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).

  • Transfer Restricted Securities The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

  • TITLE TO SECURITIES; RESTRICTED SHARES The Participant represents and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the custodian and/or any relevant sub-custodian in connection with a Purchase Order will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such Deposit Securities, free and clear of all liens, restrictions, charges and encumbrances, and not be subject to any adverse claims.

  • Book-Entry Interests The Certificates, on original issuance, will be issued in the form of one or more, fully registered Global Certificates, to be delivered to the Depositary by, or on behalf of, the Company. Such Global Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.9. The Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.9:

  • Book-Entry Securities (a) The Book-Entry Securities will be represented initially by one or more certificates registered in the name designated by the Clearing Agency. The Depositor and the Securities Administrator may for all intents and purposes (including the making of payments on the Book-Entry Securities) deal with the Clearing Agency as the authorized representative of the Beneficial Owners of the Book-Entry Securities for as long as those Certificates are registered in the name of the Clearing Agency. The rights of Beneficial Owners of the Book-Entry Securities shall be limited by law to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Securities shall not be entitled to certificates for the Book-Entry Securities as to which they are the Beneficial Owners, except as provided in subsection (c) below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Depositor and the Securities Administrator, a Book-Entry Security may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Security for the account of the respective Clearing Agency Participants and Beneficial Owners.

  • Book-Entry Preferred Securities (a) A Global Preferred Security may be exchanged, in whole or in part, for Definitive Preferred Securities Certificates registered in the names of the Owners only if such exchange complies with Section 5.7 and (i) the Depositary advises the Administrative Trustees and the Property Trustee in writing that the Depositary is no longer willing or able properly to discharge its responsibilities with respect to the Global Preferred Security, and no qualified successor is appointed by the Administrative Trustees within ninety (90) days of receipt of such notice, (ii) the Depositary ceases to be a clearing agency registered under the Exchange Act and the Administrative Trustees fail to appoint a qualified successor within ninety (90) days of obtaining knowledge of such event, (iii) the Administrative Trustees at their option advise the Property Trustee in writing that the Trust elects to terminate the book-entry system through the Depositary or (iv) a Note Event of Default has occurred and is continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Administrative Trustees shall notify the Depositary and instruct the Depositary to notify all Owners of Book-Entry Preferred Securities, the Delaware Trustee and the Property Trustee of the occurrence of such event and of the availability of the Definitive Preferred Securities Certificates to Owners of the Preferred Securities requesting the same. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Holders. Notwithstanding the foregoing, if an Owner of a beneficial interest in a Global Preferred Security wishes at any time to transfer an interest in such Global Preferred Security to a Person other than a QIB, such transfer shall be effected, subject to the Applicable Depositary Procedures, in accordance with the provisions of this Section 5.6 and Section 5.7, and the transferee shall receive a Definitive Preferred Securities Certificate in connection with such transfer. A holder of a Definitive Preferred Securities Certificate that is a QIB may, upon request, and in accordance with the provisions of this Section 5.6 and Section 5.7, exchange such Definitive Preferred Securities Certificate for a beneficial interest in a Global Preferred Security.

  • Restrictions on Public Sale by Holders of Registrable Securities Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

  • Restricted Global Securities All of the Securities are initially being offered and sold to qualified institutional buyers as defined in Rule 144A (collectively, “QIBs” or individually, each a “QIB”) in reliance on Rule 144A under the Securities Act and shall be issued initially in the form of one or more Restricted Global Securities, which shall be deposited on behalf of the purchasers of the securities represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the depositary, The Depository Trust Company (“DTC”, and such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co. (or any successor thereto), for the accounts of participants in the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures.

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