Registered Global Notes Sample Clauses
Registered Global Notes. Securities may be issued in book-entry form (each beneficial interest in a global Note, a “Book-Entry Note” and collectively, the “Book-Entry Notes”) and represented by one or more fully registered global Notes (each, a “Global Note” and collectively, the “Global Notes”) held by or on behalf of The Depository Trust Company, as depositary (“DTC”, which term includes any successor thereof), and recorded in the book-entry system maintained by DTC. Book-Entry Notes represented by a Global Note are exchangeable for definitive Notes in registered form, of like tenor and of an equal aggregate principal amount, by the owners of such Book-Entry Notes only upon certain limited circumstances described in the Prospectus. In connection with the qualification of Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Bank or its agents will perform the custodial, document control and administrative functions described below, in accordance with their respective obligations under the applicable Letters of Representations from the Bank to DTC relating to the Program, and a Certificate of Deposit Agreement between the Bank and DTC (the “Certificate Agreement”), and the Bank’s obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”). Settlement Procedures for Book-Entry Notes: Settlement Procedures with regard to Book-Entry Securities purchased by SCUSA as principal or sold by each SCUSA, as agent of the Bank, will be as follows (which will have been agreed to by the Bank and SCUSA in accordance with the Distribution Agreement):
Registered Global Notes. (a) All the Registered Notes of each Tranche will be represented by a Regulation S Global Note and/or a Rule 144A Global Note. Unless otherwise set forth in the applicable Final Terms, Registered Notes of a Series that are initially offered and sold in the United States in reliance on Rule 144A under the Securities Act as provided in the Dealership Agreement shall be represented by a Rule 144A Global Note and Registered Notes of a Series that are initially offered and sold outside the United States transactions in reliance on Regulation S under the Securities Act as provided in the Dealership Agreement shall be represented by a Regulation S Global Note. The Regulation S Global Note will be deposited with a common depository or, for Registered Global Notes which are intended to be held under the NSS, a common safekeeper for, and registered in the name of a common nominee of, Euroclear and Clearstream, Luxembourg and the Rule 144A Global Note will be deposited with a custodian for, and registered in the name of a nominee of, DTC. Beneficial interests in the Registered Global Notes will be shown on, and exchanges and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream, Luxembourg.
(b) Registered Notes represented by the Registered Global Notes shall be exchangeable and transferable only in accordance with, and subject to, the provisions of the Registered Global Notes and the Agency Agreement and the rules and operating procedures for the time being of DTC, Euroclear and Clearstream, Luxembourg.
(c) Each Registered Global Note shall be printed or typed in the form or substantially in the form set out in Part 6 of the Schedule 2 and may be a facsimile. Each Registered Global Note shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Registrar and, for Registered Global Notes intended to be held under the NSS, effectuated by the common safekeeper. Each Registered Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer.
Registered Global Notes. (a) If the Company shall establish pursuant to Section 202 or Section 301, as the case may be, that the Registered Securities of a series are to be issued in whole or in part in the form of one or more global Securities (Registered Securities in the form of global Securities being herein called "Registered Global Notes"), then the Company shall execute and the Trustee shall, in accordance with Section 202 or Section 301, as the case may be, and the Company Order or the Medium-Term Debt Securities Certificate, as the case may be, with respect to such series, authenticate and deliver one or more Registered Global Notes in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Registered Global Notes, (ii) shall be registered in the name of the U.S. Depositary for such Registered Global Note or Notes or the nominee of such depositary, and (iii) shall bear a legend substantially to the following effect: "THIS SECURITY 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, UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM." Notwithstanding any other provision of this Section 412 or Section 404, unless and until it is exchanged in whole or in part for Registered Securities in definitive form, a Registered Global Note representing all or a portion of the Registered Securities of a series may not be transferred except as a whole by the U.S. Depositary for such series to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor U.S. Depositary for such series or a nominee of such successor depositary.
(b) If at any time the U.S. Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as U.S. Depositary for the Securities of such series or if at any time the U.S. Depositary for Securities of a series shall no longer be a clearing agency registered and in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor ...
Registered Global Notes
Registered Global Notes