The Definitive Notes Sample Clauses

The Definitive Notes. The Definitive Notes, Receipts, Coupons and Talons shall be security printed and the Certificates shall be printed, in each case in accordance with applicable legal and stock exchange requirements substantially in the forms set out in Schedule 2. The Notes and Certificates (other than Registered Global Notes) shall be endorsed with the Conditions.
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The Definitive Notes. The definitive Notes and the Coupons will be security printed in accordance with applicable legal and stock exchange requirements substantially in the form set out in Part A of Schedule 2 (Form of Definitive Note). The definitive Notes will be endorsed with the Conditions.
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The Definitive Notes. The Definitive Notes of each Series (if any) shall be signed manually or a facsimile by one director of the Issuer and (unless otherwise specified in the relevant MTN Supplement) shall be authenticated by or on behalf of the Principal Paying Agent. The Issuer may use the facsimile signature of any person who at the date such signature is affixed is a director of the Issuer notwithstanding that at the time of issue of any of the Notes he may have ceased for any reason to be the holder of such office. The Notes so executed and authenticated, and the Coupons and Talons, upon execution and authentication of the relevant Notes, shall be binding and valid obligation of the Issuer. The Coupons and Talons shall not be signed. Execution in facsimile of any Notes shall be binding upon the Issuer in the same manner as if such Notes were signed manually by such signatories.
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The Definitive Notes. The Notes and the Coupons will be security printed in accordance with applicable legal and stock exchange requirements substantially in the forms set out in Schedule 1. The Notes will be endorsed with the Conditions.
Sample 1
The Definitive Notes. The Bearer Notes and the Coupons will be security printed in accordance with the applicable stock exchange requirements and the Bearer Notes, Coupons, Registered Notes and Global Bearer Note will be in or substantially in the respective forms set out in Schedules 1 and 2 and the Notes will be endorsed with the Conditions. The Registered Notes will be in dominations of US$1,000 each and integral multiplies thereof without Coupons attached. Title to the Registered Notes in definitive form shall pass upon the registration of transfers in respect thereof in accordance with the provisions of these presents and Schedule 4.
Sample 1
The Definitive Notes. The Global Note will become exchangeable in whole, but not in part (free of charge to the holder), for Notes in definitive form (the "DEFINITIVE NOTES") in the denominations of euro 1,000, euro 10,000 and euro 100,000 if (i) the Euroclear System ("EUROCLEAR"), Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") or the BNB System are closed for a continuous period of 14 days (other than by reason of public holidays) or (ii) default is made in any payment under or in relation to the Global Note or, (iii) the Issuer would suffer a material disadvantage as a result of a change in laws or regulations (taxation or otherwise) or as a result of a change in the practice of the BNB System, Euroclear and/or Clearstream, Luxembourg which would not be suffered were the Notes in definitive form and a certificate to such effect signed by two duly authorized officers of the Issuer is given to the Principal Paying Agent. Thereupon (in the case of (iii) above) the Issuer may give notice to the Principal Paying Agent, the Collateral Agent and the Noteholders of its intention to exchange the Global Note for Definitive Notes on the Definitive Exchange Date (defined below). On any Definitive Exchange Date, the Global Note shall be surrendered to or to the order of the Principal Paying Agent. In exchange for the Global Note, the Issuer will deliver, or procure the delivery of, an equal aggregate principal amount of Definitive Notes (having attached to them all Coupons in respect of interest which has not already been paid on the Global Note), security printed in accordance with any applicable legal and stock exchange requirements and in or substantially in the form set out in this Agreement. On exchange of the Global Note, the Issuer will ensure that it is cancelled and, if the holder so requests, returned to the holder together with any relevant Definitive Notes. No Definitive Notes delivered in exchange for the Global Note will be mailed or otherwise delivered to any location in the United States in connection with such exchange. If Definitive Notes have not been delivered by 5:00 p.m. (Brussels time) on the Definitive Exchange Date, then at 5:00 p.m. (Brussels time) on the Definitive Exchange Date, the holder(s) of the Global Note will cease to have any rights thereunder and Accountholders will acquire directly against the Issuer all those rights that they would have had if they had been the holders of Definitive Notes in an aggregate principal amount equal to th...
Sample 1
The Definitive Notes. At the request of the Trustee or the Registrar, the Issuer shall deliver to the Registrar such quantity of blank Definitive Notes as the Registrar may reasonably require to enable the Registrar to deliver Definitive Notes to the persons entitled thereto. In connection with any transfer or exchange under Section 2.06 of the Indenture, the Issuer hereby authorises and instructs the Trustee and/or the Registrar to complete in accordance with the instructions provided by the Trustee or as directed by the Depositary (on the basis of instructions from a Participant), the Definitive Notes delivered to the Registrar pursuant to this Clause 3.2 and to send such completed Definitive Notes to the Issuer for execution. Upon execution and issuance by the Issuer of the Definitive Notes, the Trustee shall authenticate (in accordance with the provisions of the Indenture) any new Note required to be authenticated pursuant to the terms of the Indenture and shall deliver such Definitive Note to the person entitled thereto and register such Definitive Note in the Register (as defined below) in such name or names set forth in the instructions referred to above. The Issuer shall also arrange for such executed (but not authenticated) Global Note and Definitive Notes as are required to enable the Trustee or Registrar to perform its obligations under this Agreement and the relevant provisions of the Indenture to be made available to the Principal Paying Agent or the Registrar from time to time.
Sample 1
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Related to The Definitive Notes

  • Restricted Definitive Notes to Unrestricted Definitive Notes Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

  • Unrestricted Definitive Notes to Unrestricted Definitive Notes A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

  • Restricted Definitive Note to Unrestricted Definitive Note In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

  • Restricted Definitive Notes to Restricted Definitive Notes Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

  • Transfer and Exchange of Definitive Notes for Definitive Notes Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

  • Definitive Notes If (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunder.

  • Issuance of Definitive Notes Beneficial interests in Notes issued in global form shall be subject to exchange for definitive Notes only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC or Freddie Mac advise the Global Agent in writing that DTC is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depositary with respect to the DTC Notes and Freddie Mac (or its agent) is unable to locate a successor; (ii) in the case of a particular DTC Note or Common Depositary Note, if all of the systems through which it is cleared or settled are closed for business for a continuous period of 14 calendar days (other than by reason of holidays, statutory or otherwise) or are permanently closed for business or have announced an intention to permanently cease business and in any such situations Freddie Mac is unable to locate a single successor within 90 calendar days of such closure; or (iii) after the occurrence of an Event of Default, Holders of Notes having voting rights aggregating not less than a majority of all voting rights evidenced by the DTC Notes and Common Depository Notes advise the Global Agent and DTC through the Financial Intermediaries and the DTC Participants in writing that the continuation of a book-entry system through DTC (or successor thereto) is no longer in the best interests of such Holders. In such circumstances, Freddie Mac shall cause sufficient definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of Freddie Mac receiving notice of the occurrence of such circumstances) to the Global Agent or its agent for completion, authentication and delivery to the relevant registered holders of such definitive Notes. A person having an interest in a DTC Note or Common Depositary Note issued in global form shall provide Freddie Mac or the Global Agent with a written order containing instructions and such other information as Freddie Mac or the Global Agent may require to complete, execute and deliver such definitive Notes in authorized denominations. In the event that definitive Notes are issued in exchange for Notes issued in global form, such definitive Notes shall have terms identical to the Notes for which they were exchanged except as described below.

  • Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

  • Restricted Global Note to Unrestricted Definitive Note In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

  • Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

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