Regulation S Securities Sample Clauses

Regulation S Securities. Notes offered and sold in reliance on Regulation S shall be issued in the form of Global Securities in definitive, fully registered form, without interest coupons, substantially in the form of Exhibit A-2 (the “Regulation S Security”). The Regulation S Security shall be deposited on behalf of the purchasers of the Notes represented thereby with the custodian for the Depositary, and registered in the name of a nominee of the Depositary, 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 Clearstream Banking. During the Restricted Period, interests in a Regulation S Security may be exchanged for interests in the Rule 144A Security. The aggregate principal amount of the Regulation S Security may from time to time be increased or decreased by adjustments made on the records of the custodian for the Depositary or the Depositary or its nominee, as the case may be, as provided herein. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefore, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture or the Securities, no Global Security may be exchanged, in whole or in part for certificated Notes, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person, other than the Depositary or a nominee thereof unless (A) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) the Depositary has ceased to be a clearing agency registered under the Exchange Act, or (C) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (D) the Company in its sole discretion determines that the Global Securities (in whole not in part) should be exchanged for certificated Notes and delivers a written notice to such effect to the Trustee; provided, however, that interests in the Regulation S Security will not be exchangeable for certificated Notes until expiration of the Restricted Period and receipt of certification of non-U.S. beneficial ownership. Any Global Security exchanged pursuant to Clause (A) or (B) above shall be so exchanged in whole and not in pa...
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Regulation S Securities. SCHEDULE B ---------- SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING DTC BOOK-ENTRY-ONLY ISSUANCE --------------------------------------- (Prepared by DTC--bracketed material may apply only to certain issues)
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Regulation S Securities. Regulation S Securities are exempt from the requirement of registration in the United States pursuant to Regulation S of the Securities Act 1933, as amended. These securities can only be held by non-US residents and citizens and cannot be registered in the United States for twelve months from date of issue. The effect of this is that you can only sell these securities off-exchange during the twelve month period and only to non-US persons. Thereafter, the securities can be sold into US markets pursuant to securities registration or an applicable exemption from registration. No hedging transactions with respect to the securities may be conducted unless in compliance with US securities laws.
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Regulation S Securities. 10 Representative..........................................................10
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Regulation S Securities. In connection with his, her or its acquisition of the Securities, each of the CA Company Sellers listed on Schedule D hereto (the “Foreign Sellers”) represents to Purchaser as follows:
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Regulation S Securities. 3. Bear, Xxxxxxx & Co. Inc. and Xxxxxx Xxxxxxx & Co. Incorporated EXHIBIT C-1 FORM OF MASTER SERVICER REQUEST FOR RELEASE [Date] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Global Securities and Trust Services Group-- Bear Xxxxxxx Commercial Mortgage Securities Inc., 2007-PWR18 Re: Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR18 In connection with the administration of the Mortgage Files held by or on behalf of you as trustee under a certain Pooling and Servicing Agreement, dated as of December 1, 2007 (the "Pooling and Servicing Agreement"), among Bear Xxxxxxx Commercial Mortgage Securities Inc. as depositor, Prudential Asset Resources, Inc. as a master servicer (in such capacity, a "Master Servicer"), Xxxxx Fargo Bank, National Association as a master servicer (in such capacity, a "Master Servicer"), as certificate administrator and as tax administrator, Centerline Servicing Inc. as general special servicer and you as trustee (in such capacity, the "Trustee"), the undersigned as Master Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee with respect to such Mortgage Loan for the reason indicated below.
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Regulation S Securities. 3. Bear, Sxxxxxx & Co. Inc. and Mxxxxx Sxxxxxx & Co. Incorporated THE DEPOSITORY TRUST COMPANY A subsidiary of The Depository Trust & Clearing Corporation ISSUER LETTER OF REPRESENTATIONS [To be Completed by Issuer and Co-Issuer(s), if applicable] Bear Sxxxxxx Commercial Mortgage Securities Trust 2006-PWR 14 [Name of Issuer and Co-Issuer(s), if applicable] See Rider 1 [Security Description, including series designation if applicable] See Rider 2 [CUSIP Number of the Securities] December 18, 2006 [Date] [For Municipal Issues: Underwriting Department--Eligibility; 25th Floor] [For Corporate Issues: General Counsel's Office; 22nd Floor] THE DEPOSITORY TRUST COMPANY 50 Xxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Ladies and Gentlemen: This letter sets forth our understanding with respect to the Securities represented by the CUSIP number referenced above (the "Securities"). Issuer requests that The Depository Trust Company ("DTC") accept the Securities as eligible for deposit at DTC. The DTC Participant, See Rider 3 (manager, under- writer, or placement agent) will distribute the securities through DTC. To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with DTC's Rules with respect to the Securities, Issuer represents to DTC that Issuer will comply with the requirements applicable to it stated in DTC's Operational Arrangements (found at wxx.xxxx.xxx and wxx.xxx.xxx), as they may be amended from time to time. Note: Very truly yours, Bear Sxxxxxx Commercial Mortgage Schedule A contains statements that Securities Trust 2006-PWR 14 DTC believes accurately describe DTC, the method of effecting book-entry By: Wxxxx Fargo Bank, National transfers of securities distributed Association not in its individual through DTC, and certain related capacity, but solely as Certificate matters. Administrator ---------------------------------------- Received and Accepted: (Issuer) THE DEPOSITORY TRUST COMPANY By: /s/ Lxxx X. Xxxxxxxx By: /s/ Jxxxxxxx X Xxxxxxxxxx --------------------------------- ------------------------------------ (Authorized Officer's Signature) Jxxxxxxx X. Xxxxxxxxxx ------------------------------------ (Print Name) 9000 Xxx Xxxxxxxxx Xxxx (Xxxxxx Xxxxxxx) Xxxxxxxx XX XXX 00000-0000 (City) (State) (Country) (Zip Code)
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Related to Regulation S Securities

  • Regulation S-P In accordance with Regulation S-P, if non-public personal information regarding any party’s customers or consumers is disclosed to the other party in connection with this Agreement, the other party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Agreement.

  • Regulation S Global Notes Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Legended Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of the designated Participants in the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in a Legended Regulation S Global Note shall be exchanged for beneficial interests in an Unlegended Regulation S Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of Unlegended Regulation S Global Notes, the Trustee shall cancel such Legended Regulation S Global Note. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

  • Transfers of Regulation S Notes The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period:

  • Regulation S Legend Each Regulation S Global Note should bear a legend in substantially the following form: THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

  • Regulation S Global Note to Rule 144A Global Note If a holder of a beneficial interest in a Regulation S Global Note deposited with DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note, but not less than the Minimum Denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B-2 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB/QP, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and (C) a written certification in the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S Global Note.

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