Regulation S Global Note Sample Clauses

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. (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. (ii) During the Restricted Period, beneficial ownership interests in Regulation S Global Notes may only be sold, pledged or transferred (A) to the Issuer, (B) in an offshore transaction in accordance with Rule 904 of Regulation S (other than a transaction resulting in an exchange for an interest in a Permanent Regulation S Global Note) or (C) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States; and beneficial interests in a 144A 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 Restricted Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable). (iii) The aggregate principal amount of a Regulation S 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 transfers of interest as hereinafter provided.

Regulation S Global Note. Türkiye Vakıflar Bankası T.A.O. (the “Issuer”) hereby certifies that The Bank of New York Depository (Nominees) Limited is, at the date hereof, entered in the Register as the holder of the aggregate nominal amount of US$[ ] of a duly authorised issue of Notes (the “Notes”) described, and having the provisions specified, in the Conditions (as defined below). References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes attached hereto and set out in Schedule 2 to the Agency Agreement (as defined below). Words and expressions defined or set out in the Conditions shall have the same meaning when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and an amended and restated agency agreement dated 17 April 2015, as supplemented by the supplemental agency agreement dated 18 April 2016, amended by the amendment agreement dated 9 June 2016 and further supplemented by the supplemental agency agreement dated [ ] February 2017 (the “Agency Agreement”, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) made among the Issuer, The Bank of New York Mellon (Luxembourg) S.A. (the “Registrar”) and the other Agents named in it. Subject to and in accordance with the Conditions, the registered holder of this Global Note is entitled to receive on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of such Notes on each such date and interest (if any) on the nominal amount of such Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other amounts payable under the Conditions, all in accordance with the Conditions. On any Write-Down, redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note details of such Write-Down, redemption, payment or purchase and cancellation (as the case may be) shall be entered by the Registrar in the Register. Upon any such Write-Down, redemption, or purchase and cancellation, the nominal amount of the Notes held by the registered holder hereof shall be reduced by the nominal amount of the Notes so Written-Down, redeemed or purchased and cancel...

Regulation S Global Note. The Class A 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 Regulation S Global Note), and shall be deposited on behalf of the subscribers for such Class A 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. Each Global Note shall also bear a legend in substantially the following form (the “Regulation S Legend”):

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. Notes of a series to be issued and sold in transactions outside the United States in reliance on Regulation S shall be issued in the form of one or more Global Notes in fully registered form without interest coupons (the “Regulation S Global Notes”), with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee in the manner set forth in Section 3.3 hereof. Until the expiration of the Distribution Compliance Period, interest in such Regulation S Global Note may only be held by the Agent Members of Euroclear and Clearstream, Luxembourg, unless transfer and delivery is made in the form of an interest in the Restricted Global Note (as defined below) in accordance with the requirements set forth in Section 3.6(b)(ii). The aggregate principal amount of the 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 or its nominee, as the case may be, as hereinafter provided.

Regulation S Global Note. Notes offered and sold in reliance on Regulation S under the Securities Act shall initially be represented by one or more Regulation S Global Notes, which shall be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the accounts of Euroclear and Clearstream (as indirect participants in DTC).

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.