Regulation S Global Note. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes bearing the legends set forth on Exhibit B hereto under the headings “Form of Global Note Legend” and “Form of Restricted Security Legend.”
Regulation S Global Note. (i) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian 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 Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.
Regulation S Global Note. (A) The Class A-1 Notes sold to Persons who are not U.S. persons in offshore transactions in reliance on Regulation S shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the applicable form attached as Exhibit A1 hereto (the Class A-1 Regulation S Global Note), and shall be deposited on behalf of the subscribers for such Class A-1 Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.
Regulation S Global Note. The Issuer hereby certifies that the person whose name is entered in the Register is the registered holder of the aggregate Nominal Amount of of a duly authorised issue of Notes of the Issuer (the “Notes”) of the Specified Currency and Specified
Regulation S Global Note. 2003 Convertible Notes initially ------------------------ offered and sold to persons outside the United States in reliance on Regulation S under the Securities Act shall be issued in the form of a permanent global note in definitive fully registered form without interest coupons, substantially in the form of Exhibit B hereto (the --------- "Regulation S Global Note"). The Regulation S Global Note shall be ------------------------- deposited on behalf of the purchasers of the 2003 Convertible Notes represented thereby with the custodian for DTC, and registered in the name of a nominee of DTC, duly executed by the Company and authenticated by the Trustee as provided herein, for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Cedel. The aggregate principal amount at maturity of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the Security Register and the records of the custodian for DTC, DTC or its nominee, as the case may be, as herein provided.
Regulation S Global Note. Subject to Section 2.4(d) below, if the Purchase Money Note is deemed to be initially sold outside the United States to non-U.S. Persons in accordance with Regulation S, and the purchaser of such Purchase Money Note wishes to take delivery of such Purchase Money Note in the form of beneficial interests in a Global Note, the purchaser shall receive beneficial interests in one or more temporary Global Notes in definitive, fully registered form without interest coupons, substantially in the form of Exhibit B-2 attached hereto (each, a “Temporary Regulation S Global Note”), which shall bear the following legend and other notations necessary for such temporary global notes (collectively, the “Temporary Global Note Notations”): THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THAT IS EXCHANGEABLE FOR A PERMANENT GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO HEREIN. On or after the 40th day after [ ]a, interests in this Temporary Regulation S Global Note may be exchanged (free of charge) for beneficial interests in a permanent Regulation S Global Note. The permanent Regulation S Global Note shall be so issued and delivered in exchange for only that portion of this Temporary Regulation S Global Note in respect of which there shall have been presented to the Depository by Euroclear or Clearstream a certification to the effect that it has received from or in respect of a person entitled to a beneficial interest (as shown by a Insert the date of initial sale of the Purchase Money Note under Regulation S. its records) a certification that the beneficial interests in such Temporary Regulation S Global Note are owned by persons who are not U.S. Persons. On an exchange of the whole of this Temporary Regulation S Global Note, this Temporary Regulation S Global Note shall be surrendered to the Depository at its office. On an exchange of only part of this Temporary Regulation S Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule A hereto. If, following the issue of a permanent Regulation S Global Note in exchange for a portion of the Purchase Money Note represented by this Temporary Regulation S Global Note, further Purchase Money Note are to be exchanged pursuant to this paragraph, such exchange may be effected, without the issue of a new permanent Regulation ...
Regulation S Global Note. 13, 18 Reserve Account...........................................................13, 39 Reserve Account Transfer Date.................................................13
Regulation S Global Note. Collectively, the Class A-1 Regulation S Global Note and the Class A-2 Regulation S Global Note. Regulation U: Regulation U (12 C.F.R. 221) issued by the Board of Governors of the Federal Reserve System.
Regulation S Global Note. If a holder of a beneficial interest in a Class A-1 Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Class A-1 Rule 144A Global Note for an interest in the corresponding Class A-1 Regulation S Global Note, or to transfer its interest in such Class A-1 Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Class A-1 Regulation S Global Note, such holder (provided that such holder or, in the case of a transfer, the transferee is not a U.S. person and is acquiring such interest in an
Regulation S Global Note. Upon receipt by the Class A Note Registrar of (A) instructions given in accordance with DTC’s procedures from an Agent Member directing the Class A Note Registrar to credit or cause to be credited a beneficial interest in the corresponding Class A-1 Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in a Class A-1 Rule 144A Global Note to be exchanged or transferred, (B) a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and the Euroclear or Clearstream account to be credited with such increase, (C) a certificate in the form of Exhibit B1 attached hereto given by the holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including that the holder or the transferee, as applicable, is not a U.S. person, and in an offshore transaction pursuant to and in accordance with Regulation S, and (D) a written certification in the form of Exhibit B5 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a non-U.S. person purchasing such beneficial interest in an offshore transaction pursuant to Regulation S, then the Class A Note Registrar shall approve the instructions at DTC to reduce the principal amount of such Class A-1 Rule 144A Global Note and to increase the principal amount of the Class A-1 Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Class A-1 Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Class A-1 Regulation S Global Note equal to the reduction in the principal amount of such Class A-1 Rule 144A Global Note.
