Regulation S Temporary Global Note Clause Samples
The Regulation S Temporary Global Note clause establishes the use of a temporary global note to represent securities issued under Regulation S, which governs offerings made outside the United States to non-U.S. investors. This clause typically specifies that the securities will initially be held in the form of a single global certificate, often deposited with a common depositary for a clearing system, and that beneficial interests in the note can only be exchanged for definitive securities or interests in a permanent global note after certain conditions are met, such as the expiration of a restricted period and receipt of required certifications. Its core function is to ensure compliance with U.S. securities laws by preventing the immediate transfer of securities to U.S. persons and facilitating the orderly distribution and settlement of the securities in international markets.
Regulation S Temporary Global Note. (i) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary 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 Temporary 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 Regulation S Permanent 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) Within a reasonable period after expiration or termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note upon delivery to DTC of the certification of compliance and the transfer of applicable Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent 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.
(iv) Notwithstanding anything to the contrary in this Section 2.6, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or t...
Regulation S Temporary Global Note. Legend The Regulation S Temporary Global Note shall bear a legend in substantially the following form: "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON."
Regulation S Temporary Global Note. If the holder of a beneficial interest in a Regulation S Temporary Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in such Regulation S Temporary Global Note, such transfer may be effected, subject to Applicable Procedures, only in accordance with this Section 2.1.10
Regulation S Temporary Global Note. If the holder of a beneficial interest in a Regulation S Temporary Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in such Regulation S Temporary Global Note, such transfer may be effected, subject to Applicable Procedures, only in accordance with this Section 3 .8(d)(ii). Upon delivery (i) by a beneficial owner of an interest in a Regulation S Temporary Global Note to Euroclear or Clearstream, Luxembourg, as the case may be, of an Owner Securities Certification, (ii) by the proposed transferee of such beneficial interest in the Regulation S Temporary Global Note to Euroclear or Clearstream, Luxembourg, as the case may be, of a written certification (a "Transferee Securities Certification") substantially in the form of Exhibit B-3 hereto and (iii) by Euroclear or Clearstream, Luxembourg, as the case may be, to the Trustee of a Depositary Securities Certification, the Trustee may direct either Euroclear or Clearstream, Luxembourg, as the case may be, to reflect on its records the transfer of a beneficial interest in the Regulation S Temporary Global Note from the beneficial owner providing the Owner Securities Certification to the Person providing the Transferee Securities Certification.
Regulation S Temporary Global Note. (CUSIP No. - ______) (as defined in the Indenture) be exchanged for one or more Class [ ](1) Restricted [Global] - Notes [(CUSIP No. _______)] in the denominations and registered in the names of the holders requested as set forth below: Denominations Registered Name ___________________________________ ________________________________________ ___________________________________ ________________________________________ ___________________________________ ________________________________________ ___________________________________ ________________________________________ Dated:_____________________________ [Name of Initial Purchasers]
Regulation S Temporary Global Note. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes bearing the Legends set forth in 2.06(g)(iii) hereof.